PRAXIS MUTUAL FUNDS (Form: 485APOS, Received: 02/28/2020 10:28:41)

Securities Act File No. 033-69724

Investment Company Act File No. 811-08056

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 56

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 57

PRAXIS MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

1110 N. Main Street

Goshen, Indiana 46528

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (800) 977-2947

Anthony H. Zacharski, Esq.

Dechert LLP

90 State House Square

Hartford, Connecticut 06103

(Name and Address of Agent for Service)

COPIES TO:

Jennifer L. Gorham

Foreside Financial Group, LLC

690 Taylor Road, Suite 210

Gahanna, OH 43230

It is proposed that this filing will become effective (check appropriate box):

	[ ]	Immediately upon filing pursuant to paragraph (b)
	[ ]	On (date) pursuant to paragraph (b)
	[X]	60 days after filing pursuant to paragraph (a)(1)
	[ ]	On (date) pursuant to paragraph (a)(1)
	[ ]	75 days after filing pursuant to paragraph (a)(2)
	[ ]	On (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[ ]

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

April 30, 2020 Prospectus

Praxis Mutual Funds

Class A and I Shares

Praxis Funds	Class A	Class I	Praxis Genesis Portfolios	Class A
Praxis Impact Bond Fund	(MIIAX)	(MIIIX)	Praxis Genesis Conservative Portfolio	(MCONX)
Praxis International Index Fund	(MPLAX)	(MPLIX)	Praxis Genesis Balanced Portfolio	(MBAPX)
Praxis Value Index Fund	(MVIAX)	(MVIIX)	Praxis Genesis Growth Portfolio	(MGAFX)
Praxis Growth Index Fund	(MGNDX)	(MMDEX)
Praxis Small Cap Index Fund	(MMSCX)	(MMSIX)

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Praxis Mutual Funds’ shareholder reports, including annual and semi-annual reports, will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on www.praxismutualfunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you do not need to take any action. You may elect to receive shareholder reports and other communications electronically from the Funds by notifying your financial intermediary directly or, if you are a direct investor, by calling 800-977-2947 or enrolling online at www.praxismututalfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your reports. If you invest directly with the Praxis Mutual Funds, you can call 800-977-2947. Your election to receive reports in paper will apply to all funds held with the Praxis Mutual Funds or your financial intermediary.

As with all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed on upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

2190197

Table of Contents

Fund Management
Review this important section carefully for summaries of each Fund’s investments, risks, past performance and fees.

1	Praxis Impact Bond Fund
5	Praxis International Index Fund
9	Praxis Value Index Fund
13	Praxis Growth Index Fund
17	Praxis Small Cap Index Fund
21	Praxis Genesis Conservative Portfolio
25	Praxis Genesis Balanced Portfolio
29	Praxis Genesis Growth Portfolio
33	Investing in the Funds

Investment Objectives, Principal Investment Strategies, and Related Risks
Review this section carefully for additional details about each Fund’s investment objectives, strategies and risks.

34	Criteria for Socially Responsible Investing
37	Praxis Impact Bond Fund
38	Praxis International Index Fund
39	Praxis Value Index Fund
40	Praxis Growth Index Fund
41	Praxis Small Cap Index Fund
42	Praxis Genesis Conservative Portfolio
43	Praxis Genesis Balanced Portfolio
44	Praxis Genesis Growth Portfolio
45	Investment Risks
47	Disclosure of Portfolio Holdings

Shareholder Information
Review this section carefully for details on how shares are valued, how to purchase, sell and exchange shares and related charges, market timing and excessive trading policies and procedures, and payments of dividends and distributions.

47	Pricing of Fund Shares
47	Purchasing and Adding to Your Shares
51	Selling Your Shares
53	General Polices on Selling Your Shares
55	Market Timing and Excessive Trading
56	Distribution Arrangements/Sales Charges
59	Exchanging Your Shares
60	Directed Dividends
60	Automatic Voluntary Charitable Contributions to the Mennonite Foundation
61	Charitable Gift Option
61	Dividends, Distributions and Taxes
62	The Investment Adviser
64	Portfolio Managers
65	The Distributor and Administrator

Table of Contents

Financial Highlights
Review this section carefully for details on selected financial highlights of the Funds.

66	Introduction
67	Praxis Impact Bond Fund
68	Praxis International Index Fund
68	Praxis Value Index Fund
68	Praxis Growth Index Fund
68	Praxis Small Cap Index Fund
68	Praxis Genesis Conservative Portfolio
68	Praxis Genesis Balanced Portfolio
68	Praxis Genesis Growth Portfolio

Privacy Policy
Review this policy for information about the Praxis Mutual Funds privacy policy and practices.

68	Notice of Privacy Policy and Practices

Back Cover

—	Where to Learn More About the Funds

Throughout this prospectus, the Praxis Mutual Funds, including the Praxis Genesis Portfolios, may be referred to individually as a “Fund” and collectively as the “Funds” or the “Trust”.

Summary Information

Praxis Impact Bond Fund

Investment Objectives

The Impact Bond Fund seeks current income. To a lesser extent, it seeks capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. In addition to the fees and expenses described below, you may be required to pay a fee to a broker or other financial firm on purchases and sales of Class I shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Praxis Mutual Funds. More information about these and other discounts is available from your financial professional and in the section titled “Sales Charge Reductions” on page 57 of the Fund’s prospectus.

Shareholder Fees

(fees paid directly from your investment)

Class A

Class I

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

3.75%

None

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A	Class I
Management Fees	0.40%	0.40%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses¹	___%	___%
Total Annual Fund Operating Expenses	___%	___%

Includes indirect expenses of securities of other mutual funds held by the Fund, if any.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___
Class I	$___	$___	$___	$___

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was ___percent of the average value of its portfolio.

Praxis Impact Bond Fund

Principal Investment Strategies

The Fund invests primarily in fixed income securities. The Fund invests, under normal circumstances, at least 80 percent of its assets in fixed income securities of all types. The Fund seeks to avoid companies that are deemed inconsistent with the Stewardship Investing core values, as discussed below. The Fund integrates consideration of the impact of environmental, social and governance practices into each investment decision. In addition, the Fund seeks to place a priority on market-rate, fixed income securities that have a significant, direct impact on the climate and/or communities around the world. Under normal market conditions the Fund will maintain a dollar-weighted average maturity of three to ten years. The fixed income securities in which the Fund will primarily invest include corporate bonds and notes, U.S. Government agency obligations, mortgage-backed securities and asset-backed securities. Certain securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. The Adviser will consider purchasing fixed income securities that provide a competitive rate of return relative to the Bloomberg Barclays U.S. Aggregate Bond Index (the “Bloomberg Barclays Aggregate Bond Index”). The Adviser will structure the portfolio using the Bloomberg Barclays Aggregate Bond Index as a guide in determining sector allocations. The Adviser will seek to underweight and overweight certain sectors, depending on its determination of the relative value, while maintaining overall interest rate exposure similar to the Bloomberg Barclays Aggregate Bond Index. The Adviser determines whether to sell an investment based upon its assessment of the relative costs and benefits of continuing to hold an investment versus replacing it with other available investments, in light of the Fund’s investment objective, strategy and the characteristics of the overall portfolio.

Stewardship Investing

The Fund also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

The Fund is subject to market risk, which means the value of the Fund’s shares will fluctuate based on market conditions and shareholders could lose money. The value of the Fund’s shares could decline significantly and unexpectedly, based on many factors, including national and international political or economic conditions and general market conditions. Events in the financial markets and in the broader economy may cause uncertainty and volatility and may adversely affect Fund performance. Events in one market may impact other markets. Future events may impact the Fund in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity. The Fund could underperform other investments. Some of the Fund’s holdings may underperform its other holdings. The Fund is also subject to: (1) credit risk, or the chance that the Fund could lose money if the issuer of a security is unable to repay interest and/or principal in a timely manner or at all; (2) interest rate risk, or the chance that the value of the fixed income securities the Fund holds will decline due to rising interest rates; and (3) prepayment risk, or the chance that the principal investments of the Fund will be paid earlier than anticipated due to declining interest rates. In low interest rate environments, risks associated with rising interest rates are heightened. U.S. monetary policy, including changes to Federal Reserve outlooks or programs, may result in periods of significant market volatility and declines in the values of fixed income securities. Those events, as well as structural changes in certain markets for fixed income securities, could reduce market liquidity and increase market volatility, increasing redemptions from the Fund and putting further downward pressure on the Fund’s net asset value, increasing losses. In addition, application of Stewardship Investing screens and ESG data integration may cause the Fund to vary from the performance of its index and other bond funds.

Praxis Impact Bond Fund

FUND PERFORMANCE

The bar chart and table that follow provide some indication of the risk of an investment in the Fund. The returns assume reinvestment of all dividends and distributions. The bar chart shows how the performance of the Class A shares has varied from year to year for the last 10 years. The returns in the bar chart do not reflect any applicable sales charges. If sales charges were reflected in the bar chart, returns would have been lower. The table shows how the Fund’s average annual total returns for different periods compared to those of a broad-based securities market index.

Please note that the Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at www.praxismutualfunds.com

After-tax returns, which are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, are shown only for Class A shares and will vary for Class I shares. Actual after-tax returns, which depend on an investor’s particular tax situation, may differ from those shown and are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___%	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
Bloomberg Barclays Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)		___%	___%	___%

Average Annual Total Returns For the Periods Ended December 31, 2019	Class I	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
Bloomberg Barclays Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)		___%	___%	___%

You cannot invest directly in an index. Unlike mutual funds, an index does not incur expenses. If expenses were deducted, the actual returns of an index would be lower.

Praxis Impact Bond Fund

FUND MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Fund.

Portfolio Managers

Benjamin Bailey, CFA^®, Senior Fixed Income Investment Manager, and Chris Woods CFA^®, Fixed Income Investment Manager, are co-portfolio managers of the Fund. Mr. Bailey has managed the Fund since March 2005; Mr. Woods has managed the Fund since May 1, 2018.

PURCHASE OF FUND SHARES

You can buy, sell (redeem) or exchange shares of the Fund, either through a financial professional or directly from the Fund, on any day that the New York Stock Exchange is open. The share price is based on the Fund’s net asset value, determined after receipt of your request in good order.

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$2,500	$100
Retirement	$2,500	$100

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

An annual fee of $25 will be assessed in July to each of your Praxis Mutual Fund accounts that fall below $5,000 for any reason, including market fluctuation. Certain exceptions may apply. See page 54 of the Fund’s prospectus for more information.

Class I

Account Type	Initial	Subsequent
Non-Retirement	$100,000	NA
Retirement	$100,000	NA

The Fund may waive investment minimums for certain investors.

Other Important Information Regarding Fund Shares

For important information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please refer to the section titled “Investing in the Funds” on page 33 of the Fund’s prospectus.

Praxis International Index Fund

Investment Objective

The Praxis International Index Fund seeks capital appreciation.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Class I

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

None

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A	Class I
Management Fees	0.45%	0.45%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses¹	___%	___%
Total Annual Fund Operating Expenses	___%	___%

Includes indirect expenses of securities of other mutual funds held by the Fund, if any.

Praxis International Index Fund

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___
Class I	$___	$___	$___	$___

Principal Investment Strategies

The Fund invests primarily in equity securities of foreign companies organized under the laws of, headquartered in, or whose common equity securities are principally traded in countries outside the United States. The Fund seeks to generate performance that reflects the performance of a broad representation of both foreign developed and emerging equity markets, as measured by the MSCI ACWI ex USA Index (Net), its benchmark index. Under normal circumstances, the Fund invests at least 80 percent of the value of its assets in securities of, and investments related to, issuers in the Fund’s benchmark index. Typically, the Fund invests substantially more than 80 percent of the value of its assets in such securities and investments. Investments related to the benchmark index include American Depositary Receipts (ADRs). The Fund seeks to invest in companies aligned with the Stewardship Investing core values, as discussed below. In addition, the Fund’s Sub-Adviser uses proprietary optimization techniques, including ESG factors, to select securities according to their contribution to the Fund’s overall objective, while seeking to replicate the characteristics of the index, including risk and return characteristics.

Stewardship Investing

The Fund also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

Praxis International Index Fund

Because the Fund is designed to track the performance of an index, securities may be purchased, retained or sold at times when a more actively managed fund would not do so. If the value of securities that are heavily weighted in the index change, you can expect a greater risk of loss than if the Fund had a lower weighting to those securities. In addition, the Fund does not hold all securities in the index and the performance of the Fund may vary from the performance of the index due to imperfect correlation between the Fund’s holdings and the index. This is also known as tracking error. Application of Stewardship Investing screens and ESG data integration may contribute to tracking error. In addition, because the Fund invests in ADRs relating to its benchmark index, which are priced at the close of the U.S. markets, while shares of issuers in the index are priced at the close of the principal foreign market on which they are traded, there is a timing difference that contributes to tracking error.

Praxis International Index Fund

FUND PERFORMANCE

The bar chart and table that follow provide some indication of the risk of an investment in the Fund. The returns assume reinvestment of all dividends and distributions. The bar chart shows how the performance of the Class A shares has varied from year to year since its inception. The returns in the bar chart do not reflect any applicable sales charges. If sales charges were reflected in the bar chart, returns would have been lower. The table shows how the Fund’s average annual total returns for different periods compared to those of a broad-based securities market index.

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	Since Inception (December 31, 2010)
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___%	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
MSCI ACWI ex USA Index (Net)
(reflects reinvested dividends net of withholding taxes but reflects no deduction for fees, expenses or other taxes)		___%	___%	___%

Average Annual Total Returns For the Periods Ended December 31, 2019	Class I	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
MSCI ACWI ex USA Index (Net)
(reflects reinvested dividends net of withholding taxes but reflects no deduction for fees, expenses or other taxes)		___%	___%	___%

You cannot invest directly in an index. Unlike mutual funds, an index does not incur expenses. If expenses were deducted, the actual returns of an index would be lower.

Praxis International Index Fund

FUND MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Fund.

Investment Sub-Adviser

Aperio Group, LLC serves as the investment sub-adviser to the Fund (the “Sub-Adviser”).

Portfolio Managers

Ran Leshem, Chief Investment Officer, has managed the Fund since December 31, 2010.

Michael Branch, CFA^®, Senior Portfolio Manager and Manager of Portfolio Research, has managed the Fund since September 1, 2017.

Annie Tan, Portfolio Manager, has managed the Fund since March 1, 2018.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$2,500	$100
Retirement	$2,500	$100

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

Class I

Account Type	Initial	Subsequent
Non-Retirement	$100,000	NA
Retirement	$100,000	NA

The Fund may waive investment minimums for certain investors.

Other Important Information Regarding Fund Shares

Praxis Value Index Fund

Investment Objective

The Value Index Fund seeks capital appreciation.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Class I

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

None

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A	Class I
Management Fees	0.30%	0.30%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses¹	___%	___%
Total Annual Fund Operating Expenses	___%	___%

Includes indirect expenses of securities of other mutual funds held by the Fund, if any.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$ ___	$ ___	$ ___	$___
Class I	$ ___	$ ___	$ ___	$___

Praxis Value Index Fund

Principal Investment Strategies

The Fund invests primarily in U.S. equity securities and seeks to reflect the performance of the U.S. large capitalization value equities market, as measured by the S&P 500¹ Value Index, its benchmark index. Under normal circumstances, the Fund invests at least 80 percent of the value of its assets in securities of, and investments related to, issuers in the Fund’s benchmark index. Typically, the Fund invests substantially more than 80 percent of the value of its assets in such securities. The benchmark index consists of those stocks in the S&P 500 Index determined to exhibit the strongest “value” characteristics based on book value to price, earnings to price and sales to price ratios. The Fund seeks to invest in companies aligned with the Stewardship Investing core values, as discussed below. In addition, the Adviser uses optimization techniques, including ESG factors, to select securities according to their contribution to the Fund’s overall objective, while seeking to replicate the characteristics of the index, including risk and return characteristics.

Stewardship Investing

The Fund also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

¹	“S&P 500” is a registered service mark of Standard & Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund.

Praxis Value Index Fund

FUND PERFORMANCE

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	10 Years
Return Before Taxes		____%	____%	____%
Return After Taxes on Distributions		____%	____%	____%
Return After Taxes on Distributions and Sale of Fund Shares		____%	____%	____%
S&P 500 Value Index
(reflects no deduction for fees, expenses or taxes)		____%	____%	____%

Average Annual Total Returns For the Periods Ended December 31, 2019	Class I	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
S&P 500 Value Index
(reflects no deductions for fees, expenses or taxes)		___%	___%	___%

You cannot invest directly in an index. Unlike mutual funds, an index does not incur expenses. If expenses were deducted, the actual returns of an index would be lower.

Praxis Value Index Fund

FUND MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Fund.

Portfolio Manager

Dale Snyder, CFA^®, has served as the portfolio manager of the Fund since June 17, 2013.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$2,500	$100
Retirement	$2,500	$100

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

Class I

Account Type	Initial	Subsequent
Non-Retirement	$100,000	NA
Retirement	$100,000	NA

The Fund may waive investment minimums for certain investors.

Other Important Information Regarding Fund Shares

Praxis Growth Index Fund

Investment Objective

The Growth Index Fund seeks capital appreciation.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Class I

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

None

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A	Class I
Management Fees	0.30%	0.30%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses¹	___%	___%
Total Annual Fund Operating Expenses	___%	___%

Includes indirect expenses of securities of other mutual funds held by the Fund, if any.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___
Class I	$___	$___	$___	$___

Praxis Growth Index Fund

Principal Investment Strategies

The Fund invests primarily in U.S. equity securities and seeks to reflect the performance of the U.S. large capitalization growth equities market, as measured by the S&P 500¹ Growth Index, its benchmark index. Under normal circumstances, the Fund invests at least 80 percent of the value of its assets in securities of, and investments related to, issuers in the Fund’s benchmark index. Typically, the Fund invests substantially more than 80 percent of the value of its assets in such securities. The benchmark index consists of those stocks in the S&P 500 Index determined to exhibit the strongest “growth” characteristics based on sales growth, earnings change to price and momentum ratios. The Fund seeks to invest in companies aligned with the Stewardship Investing core values, as discussed below. In addition, the Adviser uses optimization techniques, including ESG factors, to select securities according to their contribution to the Fund’s overall objective, while seeking to replicate the characteristics of the index, including risk and return characteristics.

Stewardship Investing

The Fund also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

¹	“S&P 500” is a registered service mark of Standard & Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund.

Praxis Growth Index Fund

FUND PERFORMANCE

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___%	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
S&P 500 Growth Index
(reflects no deduction for fees, expenses or taxes)		___%	___%	___%

Average Annual Total Returns For the Periods Ended December 31, 2019	Class I	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
S&P 500 Growth Index
(reflects no deductions for fees, expenses or taxes)		___%	___%	___%

You cannot invest directly in an index. Unlike mutual funds, an index does not incur expenses. If expenses were deducted, the actual returns of an index would be lower.

Praxis Growth Index Fund

FUND MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Fund.

Portfolio Manager

Dale Snyder, CFA^®, has served as the portfolio manager of the Fund since June 17, 2013.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$2,500	$100
Retirement	$2,500	$100

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

An annual fee of $25 will be assessed in July to each of your Praxis Mutual Fund accounts that falls below $5,000 for any reason, including market fluctuation. Certain exceptions may apply. See page 54 of the Fund’s prospectus for more information.

Class I

Account Type	Initial	Subsequent
Non-Retirement	$100,000	NA
Retirement	$100,000	NA

The Fund may waive investment minimums for certain investors.

Other Important Information Regarding Fund Shares

Praxis Small Cap Index Fund

Investment Objective

The Small Cap Index Fund seeks to maximize long-term capital appreciation.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Class I

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

None

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A	Class I
Management Fees	0.30%	0.30%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses¹	___%	___%
Total Annual Fund Operating Expenses	___%	___%
Fee Waiver and/or Expense Reimbursement	___%	___
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement²	___%	___%

Includes indirect expenses of securities of other mutual funds held by the Fund, if any.

Everence Capital Management, Inc. (the “Adviser”) has entered into a contractual expense limitation agreement with respect to the Small Cap Index Fund Class A until April 30, 2021. Pursuant to this agreement, the Adviser has agreed to waive fees and/or reimburse expenses to the extent necessary in order to limit the Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses (“AFFE”), brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) of the Fund to 1.10 percent of the Fund’s average daily net assets. The Fund has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to this expense limitation agreement provided that such repayment does not cause the Total Annual Fund Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to exceed 1.10 percent or any limit in place at the time of recoupment, whichever is lower, and the repayment is made within three years after the year in which the Adviser waived and/or reimbursed the expense.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time period indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5 percent return each year and that the Fund’s operating expenses remain the same. This example reflects the net operating expenses with fee waiver for the one-year contractual period and the total operating expenses without fee waiver for the remaining periods shown below. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___
Class I	$___	$___	$___	$___

Praxis Small Cap Index Fund

Principal Investment Strategies

The Fund invests primarily in U.S. equity securities and seeks to reflect the performance of the U.S. small capitalization equities market, as measured by the S&P SmallCap 600¹ Index, its benchmark index. Under normal circumstances, the Fund invests at least 80 percent of the value of its assets in securities of, and investments related to, issuers in the Fund’s benchmark index. Typically, the Fund invests substantially more than 80 percent of the value of its assets in such securities. The Fund seeks to invest in companies aligned with the Stewardship Investing core values, as discussed below. In addition, the Adviser uses optimization techniques, including ESG factors, to select securities according to their contribution to the Fund’s overall objective, while seeking to replicate the characteristics of the index, including risk and return characteristics. The Adviser determines whether to sell an investment based upon its assessment of the relative costs and benefits of continuing to hold an investment versus replacing it with other available investments, in light of the Fund’s investment objective, strategy and the characteristics of the overall portfolio.

Stewardship Investing

The Fund also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

The Fund is also subject to small capitalization company risk. Investments in small capitalization companies may be riskier, more volatile and less liquid than investments in larger, more established companies. Small capitalization companies may not have the size, resources or other assets of large capitalization companies, and may be more vulnerable to economic, market and competitive pressures than larger companies. Because the Fund is designed to track the performance of an index, securities may be purchased, retained or sold at times when a more actively managed fund would not do so. If the value of securities that are heavily weighted in the index change, you can expect a greater risk of loss than if the Fund had a lower weighting to those securities. In addition, the Fund does not hold all securities in the index and the performance of the Fund may vary from the performance of the index due to imperfect correlation between the Fund’s holdings and the index. This is also known as tracking error. Application of Stewardship Investing screens and ESG data integration may contribute to tracking error.

“S&P Small Cap 600” is a registered service mark of Standard & Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund

Praxis Small Cap Index Fund

FUND PERFORMANCE

The bar chart and table that follow provide some indication of the risk of an investment in the Fund. The returns (i) include the Fund’s performance when the Fund’s portfolio was managed by a sub-adviser and pursued a different investment strategy prior to January 1, 2017; (ii) assume reinvestment of all dividends and distributions; and (iii) would be lower if the Fund’s Class A shares operating expenses had not been limited. The bar chart shows how the performance of the Class A shares has varied from year to year for the last 10 years. The returns in the bar chart do not reflect any applicable sales charges. If sales charges were reflected in the bar chart, returns would have been lower. The table shows how the Fund’s average annual total returns for different periods compared to those of a broad-based securities market index.

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___%	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
S&P^®SmallCap 600 Index
(reflects no deduction for fees, expenses or taxes)		___%	___%	___%

Average Annual Total Returns For the Periods Ended December 31, 2019	Class I	1 Year	5 Years	10 Years
Return Before Taxes		___%	___%	___%
S&P^®SmallCap 600 Index
(reflects no deduction for fees, expenses or taxes)		___%	___%	___%

You cannot invest directly in an index. Unlike mutual funds, an index does not incur expenses. If expenses were deducted, the actual returns of an index would be lower.

Praxis Small Cap Index Fund

FUND MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Fund.

Portfolio Manager

Dale Snyder, CFA^®, has served as the portfolio manager of the Fund since January 1, 2017 when Everence Capital Management, Inc. assumed responsibility for the day to day management of the Fund’s portfolio.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$2,500	$100
Retirement	$2,500	$100

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

Class I

Account Type	Initial	Subsequent
Non-Retirement	$100,000	NA
Retirement	$100,000	NA

The Fund may waive investment minimums for certain investors.

Other Important Information Regarding Fund Shares

Praxis Genesis Conservative Portfolio

Investment Objectives

The Conservative Portfolio seeks current income and, as a secondary objective, capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Praxis Mutual Funds. More information about these and other discounts is available from your financial professional and in the section titled “Sales Charge Reductions” on page 57 of the Portfolio’s prospectus.

Shareholder Fees

(fees paid directly from your investment)

Class A

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A
Management Fees	0.05%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	___%
Acquired Fund Fees and Expenses (“AFFE”)¹	___%
Total Annual Portfolio Operating Expenses²	___%
Fee Waiver and/or Expense Reimbursement	___%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement²	___%

Includes indirect expenses of securities of other mutual funds held by the Portfolio. AFFE are not reflected in the Financial Highlights or audited financial statements.

Everence Capital Management, Inc. (the “Adviser”) has entered into a contractual expense limitation agreement with respect to the Conservative Portfolio until April 30, 2021. Pursuant to this agreement, the Adviser has agreed to waive fees and/or reimburse expenses to the extent necessary in order to limit the Total Annual Portfolio Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to 0.60 percent of the Portfolio’s average daily net assets. The Portfolio has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to this expense limitation agreement provided that such repayment does not cause the Total Annual Portfolio Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to exceed 0.60 percent or any limit in place at the time of recoupment, whichever is lower, and the repayment is made within three years after the year in which the Adviser waived and/or reimbursed the expense.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolio for the time period indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5 percent return each year and that the Portfolio’s operating expenses remain the same. This example reflects the net operating expenses with fee waiver for the one-year contractual period and the total operating expenses without fee waiver for the remaining periods shown below. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___

Portfolio Turnover: The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s portfolio turnover rate was ___percent of the average value of its portfolio.

Praxis Genesis Conservative Portfolio

Principal Investment Strategies

The Portfolio, a fund of funds, seeks to achieve its investment objective by investing primarily in Class I shares of underlying Praxis Funds.

The Portfolio typically invests approximately 60 - 80 percent of its total assets in bond funds and 20 - 40 percent of its total assets in equity funds. In selecting underlying funds, the Adviser analyzes many factors, including the underlying funds’ investment objectives, total return, and volatility. The Portfolio may also invest in other mutual funds or exchange traded funds (“ETFs”) to gain exposure to unique investment characteristics not available in the underlying Praxis Funds and whose screening criteria may differ from the Stewardship Investing screens used by the Praxis Mutual Funds. Investments in these non-Praxis funds and ETFs will not exceed 10 percent of the value of the Portfolio’s total assets. The Portfolio may hold a minimal amount of cash or cash equivalent positions, such as money market instruments, U.S. Government securities, commercial paper, and repurchase agreements.

The above asset allocation ranges are targets. The Adviser has discretion to reallocate the Portfolio’s assets among the allowable investments described above. As a result of market gains or losses, the percentage of the Portfolio’s assets invested in bond funds and equity funds at any given time may be different from the asset allocation target ranges shown above. The Adviser expects to rebalance the Portfolio’s assets annually in accordance with the asset allocation model then in effect but reserves the right to rebalance more or less frequently as it deems appropriate, depending on market conditions, investment performance, and other factors. The Portfolio seeks to avoid investments that are deemed inconsistent with the Stewardship Investing core values, as discussed below.

Stewardship Investing

The Portfolio also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

Because the value of the Portfolio’s assets will fluctuate with market conditions and interest rates, so will the value of your investment in the Portfolio. You could lose money on your investment in the Portfolio, or the Portfolio could underperform other investments. Some of the Portfolio’s holdings may underperform its other holdings.

The Portfolio is subject to asset allocation risk, which is the possibility that the selection by the Adviser of underlying funds and the allocation of Portfolio assets to those funds will cause the Portfolio to underperform. In addition, the Portfolio is subject to the risks associated with the underlying funds in which it invests. The application of the underlying Funds’ socially responsible investment criteria may affect the underlying Funds’ exposure to certain sectors or types of investments and may impact the Portfolio’s relative investment performance depending on whether such sectors or investments are in or out of favor with the market. To the extent the Portfolio is invested in equity funds, it is susceptible to risks typically associated with equity investing, including that the stock market may decline in value and individual stocks held by the underlying funds may not perform as expected, and to the extent the Portfolio is invested in bond funds, it is susceptible to risks typically associated with bond investing, including interest rate risk, or the chance that the value of the fixed-income securities the underlying funds hold will decline due to rising interest rates. The value of the Portfolio’s shares could decline significantly and unexpectedly based upon many factors, including national and international political or economic conditions and general market conditions. Events in one market may impact other markets. Future events may impact the Portfolio in unforeseen ways.

Praxis Genesis Conservative Portfolio

PORTFOLIO PERFORMANCE

The bar chart and table that follow provide some indication of the risk of an investment in the Portfolio. The returns assume reinvestment of all dividends and distributions and would be lower if the Portfolio’s Class A shares operating expenses had not been limited. The bar chart shows how the performance has varied from year to year since its inception. The returns in the bar chart do not reflect any applicable sales charges. If sales charges were reflected in the bar chart, returns would have been lower. The table shows how the Portfolio’s average annual total returns for different periods compared to those of a broad-based securities market index and a composite benchmark.

Please note that the Portfolio’s past performance, before and after taxes, is not necessarily an indication of how the Portfolio will perform in the future. Updated performance information is available at www.praxismutualfunds.com

After-tax returns, which are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, are shown only for Class A shares and will vary for Class I shares. Actual after-tax returns, which depend on an investor’s particular tax situation, may differ from those shown and are not relevant to investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

The Conservative Composite Benchmark is comprised of unmanaged indices that correspond to the Portfolio’s model allocation and, effective January 1, 2020, consists of the Bloomberg Barclays U.S Aggregate Bond Index (the “Bloomberg Barclays Aggregate Bond Index”) (___percent), the MSCI ACWI ex USA Index (Net) (___percent), the S&P 500 Index (18.5 percent) and the S&P® SmallCap 600 Index (___percent).¹

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	Since Inception (December 31, 2009)
Return Before Taxes	___%		___%	___%
Return After Taxes on Distributions	___%		___%	___%
Return After Taxes on Distributions and Sale of Fund Shares	___%		___%	___%
S&P Target Risk Conservative Index
(reflects no deductions for fees, expenses or taxes)	___%		___%	___%

Praxis Genesis Conservative Portfolio

PORTFOLIO MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Portfolio.

Portfolio Managers

Benjamin Bailey, CFA^®, has served as a portfolio manager of the Portfolio since June 17, 2013.

Dale Snyder, CFA^®, has served as a portfolio manager of the Portfolio since May 1, 2018.

PURCHASE OF FUND SHARES

You can buy, sell (redeem) or exchange shares of the Portfolio, either through a financial professional or directly from the Portfolio, on any day that the New York Stock Exchange is open. The share price is based on the Portfolio’s net asset value, determined after receipt of your request in good order.

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$1,000	$50
Retirement	$1,000	$50

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

An annual fee of $25 will be assessed in July to each of your Praxis Genesis Portfolio accounts that fall below $1,000 for any reason, including market fluctuation. Certain exceptions may apply. See page 54 of the Fund’s prospectus for more information.

Other Important Information Regarding Portfolio Shares

For important information about the purchase and sale of Portfolio shares, tax information and financial intermediary compensation, please refer to the section titled “Investing in the Funds” on page 33 of the Fund’s prospectus.

Praxis Genesis Balanced Portfolio

Investment Objectives

The Balanced Portfolio seeks long-term capital appreciation and growth of income. To a lesser extent, it seeks current income.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A
Management Fees	0.05%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	___%
Acquired Fund Fees and Expenses (“AFFE”)¹	___%
Total Annual Portfolio Operating Expenses²	___%

Includes indirect expenses of securities of other mutual funds held by the Portfolio. AFFE are not reflected in the Financial Highlights or audited financial statements.

Everence Capital Management, Inc. (the “Adviser”) has entered into a contractual expense limitation agreement with respect to the Balanced Portfolio until April 30, 2021. Pursuant to this agreement, the Adviser has agreed to waive fees and/or reimburse expenses to the extent necessary in order to limit the Total Annual Fund Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to 0.60 percent of the Portfolio’s average daily net assets. The Portfolio has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to this expense limitation agreement provided that such repayment does not cause the Total Annual Portfolio Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to exceed 0.60 percent or any limit in place at the time of recoupment, whichever is lower, and the repayment is made within three years after the year in which the Adviser waived and/or reimbursed the expense.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___

Portfolio Turnover: The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was ___percent of the average value of its portfolio.

Praxis Genesis Balanced Portfolio

Principal Investment Strategies

The Portfolio, a fund of funds, seeks to achieve its investment objective by investing primarily in Class I shares of underlying Praxis Funds.

The Portfolio typically invests approximately 30 - 50 percent of its total assets in bond funds and 50 - 70 percent of its total assets in equity funds. In selecting underlying funds, the Adviser analyzes many factors, including the underlying funds’ investment objectives, total return, and volatility. The Portfolio may also invest in other mutual funds or exchange traded funds (“ETFs”) to gain exposure to unique investment characteristics not available in the underlying Praxis Funds and whose screening criteria may differ from Stewardship Investing screens used by the Praxis Mutual Funds. Investments in these non-Praxis funds and ETFs will not exceed 10 percent of the value of the Portfolio’s total assets. The Portfolio may hold a minimal amount of cash or cash equivalent positions, such as money market instruments, U.S. Government securities, commercial paper, and repurchase agreements.

Stewardship Investing

The Portfolio also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

Praxis Genesis Balanced Portfolio

PORTFOLIO PERFORMANCE

The bar chart and table that follow provide some indication of the risk of an investment in the Portfolio. The returns assume reinvestment of all dividends and distributions. The bar chart shows how the performance has varied from year to year since its inception. The returns in the bar chart do not reflect any applicable sales charges. If sales charges were reflected in the bar chart, returns would have been lower. The table shows how the Portfolio’s average annual total returns for different periods compared to those of a broad-based securities market index and a composite benchmark.

After-tax returns, which are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, are shown only for Class A shares and will vary for Class I shares. Actual after-tax returns, which depend on an investor’s particular tax situation, may differ from those shown and are not relevant to investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

The Balanced Composite Benchmark is comprised of unmanaged indices that correspond to the Portfolio’s model allocation and, effective January 1, 2020, consists of the Bloomberg Barclays U.S. Aggregate Bond Index (the “Bloomberg Barclays Aggregate Bond Index”) (___ percent), the MSCI ACWI ex USA Index (Net) (___percent), the S&P 500 Index (___percent) and the S&P® SmallCap 600 Index (___ percent).¹

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	Since Inception (December 31, 2009)
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___ %	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
S&P Target Risk Growth Index
(reflects no deductions for fees, expenses or taxes)		___ %	___%	___%

Praxis Genesis Balanced Portfolio

PORTFOLIO MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Portfolio.

Portfolio Managers

Benjamin Bailey, CFA^®, has served as a portfolio manager of the Portfolio since June 17, 2013.

Dale Snyder, CFA^®, has served as a portfolio manager of the Portfolio since May 1, 2018.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$1,000	$50
Retirement	$1,000	$50

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

Other Important Information Regarding Portfolio Shares

Praxis Genesis Growth Portfolio

Investment Objectives

The Growth Portfolio seeks capital appreciation with current income as a secondary objective.

Fees and Expenses

Shareholder Fees

(fees paid directly from your investment)

Class A

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

5.25%

Redemption fee (as a percentage of amount redeemed, if applicable)

2.00%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A
Management Fees	0.05%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	___%
Acquired Fund Fees and Expenses (AFFE)¹	___%
Total Annual Portfolio Operating Expenses²	___%

Includes indirect expenses of securities of other mutual funds held by the Portfolio. AFFE are not reflected in the Financial Highlights or audited financial statements.

Everence Capital Management, Inc. (the “Adviser”) has entered into a contractual expense limitation agreement with respect to the Growth Portfolio until April 30, 2021. Pursuant to this agreement, the Adviser has agreed to waive fees and/or reimburse expenses to the extent necessary in order to limit the Total Annual Portfolio Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to 0.60 percent of the Portfolio’s average daily net assets. The Portfolio has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to this expense limitation agreement provided that such repayment does not cause the Total Annual Fund Operating Expenses (excluding AFFE, brokerage costs, interest, taxes, dividends, Trustees fees and expenses, legal fees and expenses, and extraordinary expenses) to exceed _____percent or any limit in place at the time of recoupment, whichever is lower, and the repayment is made within three years after the year in which the Adviser waived and/or reimbursed the expense.

Example

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds.

	1 Year	3 Years	5 Years	10 Years
Class A	$___	$___	$___	$___

Praxis Genesis Growth Portfolio

Principal Investment Strategies

The Portfolio, a fund of funds, seeks to achieve its investment objective by investing primarily in Class I shares of underlying Praxis Funds.

The Portfolio typically invests approximately 10 - 30 percent of its total assets in bond funds and 70 - 90 percent of its total assets in equity funds. In selecting underlying funds, the Adviser analyzes many factors, including the underlying funds’ investment objectives, total return, and volatility. The Portfolio may also invest in other mutual funds or exchange traded funds (“ETFs”) to gain exposure to unique investment characteristics not available in the underlying Praxis Funds and whose screening criteria may differ from the Stewardship Investing screens used by the Praxis Mutual Funds. Investments in these non-Praxis funds and ETFs will not exceed 10 percent of the value of the Portfolio’s total assets. The Portfolio may hold a minimal amount of cash or cash equivalent positions, such as money market instruments, U.S. Government securities, commercial paper, and repurchase agreements.

Stewardship Investing

The Portfolio also analyzes potential investments for their ability to reflect certain core social values including:

● Respecting the dignity and value of all people

● Building a world at peace and free from violence

● Demonstrating a concern for justice in a global society

● Exhibiting responsible management practices

● Supporting and involving communities

● Practicing environmental stewardship

Principal Investment Risks

Praxis Genesis Growth Portfolio

PORTFOLIO PERFORMANCE

After-tax returns, which are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes, are shown only for Class A shares and will vary for Class I shares. Actual after-tax returns, which depend on an investor’s particular tax situation, may differ from those shown and are not relevant to investors who hold their Portfolio shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

The Growth Composite Benchmark is comprised of unmanaged indices that correspond to the Portfolio’s model allocation and, effective January 1, 201920, consists of the Bloomberg Barclays U.S. Aggregate Bond Index (the “Bloomberg Barclays Aggregate Bond Index”) (___ percent), the MSCI ACWI ex USA Index (Net) (___ percent), the S&P 500 Index (___percent) and the S&P® SmallCap 600 Index (___percent).¹

Class A — Annual Total Return Chart For the Periods Ended December 31, 2019

Best Quarter	Quarter Ended ___	___%
Worst Quarter	Quarter Ended ___	___%

Average Annual Total Returns For the Periods Ended December 31, 2019 (with maximum sales charge)	Class A	1 Year	5 Years	Since Inception (December 31, 2009)
Return Before Taxes		___%	___%	___%
Return After Taxes on Distributions		___%	___%	___%
Return After Taxes on Distributions and Sale of Fund Shares		___%	___%	___%
S&P Target Risk Aggressive Index
(reflects no deductions for fees, expenses or taxes)		___%	___%	___%

Praxis Genesis Growth Portfolio

PORTFOLIO MANAGEMENT

Investment Adviser

Everence Capital Management, Inc. serves as the investment adviser to the Portfolio.

Portfolio Managers

Benjamin Bailey, CFA^®, has served as a portfolio manager of the Portfolio since June 17, 2013.

Dale Snyder, CFA^®, has served as a portfolio manager of the Portfolio since May 1, 2018.

PURCHASE OF FUND SHARES

Minimum Investments Per Fund

Class A

Account Type	Initial	Subsequent
Non-Retirement	$1,000	$50
Retirement	$1,000	$50

The initial investment minimum requirements will be waived:

If you establish an automatic investment plan equal to the subsequent investment minimum;

If you are contributing to 403(b), SEP-IRA and SIMPLE IRA accounts.

Other Important Information Regarding Portfolio Shares

INVESTING IN THE FUNDS

PURCHASE AND SALE OF FUND SHARES

Shares of the Funds have not been registered for sale outside of the United States. This prospectus is not intended for distribution to prospective investors outside of the United States. The Funds generally do not market or sell shares to investors domiciled outside of the United States, even if the investors are citizens or lawful permanent residents of the United States. Any non-U.S. shareholders generally would be subject to U.S. tax withholding on distributions by the Funds. This prospectus does not address in detail the tax consequences affecting any shareholder who is a nonresident alien individual or a non-U.S. trust or estate, corporation or partnership. Investment in the Funds by non-U.S. investors may be permitted on a case-by-case basis, at the sole discretion of the Funds.

Purchasing Fund Shares. You generally may buy and sell shares on any day the New York Stock Exchange (“NYSE”) is open (a “Business Day”).

Selling Fund Shares. In general, you may redeem shares on any Business Day:

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Through your financial intermediary;

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By writing to Praxis Mutual Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701;

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Via overnight service Praxis Mutual Funds, c/o U.S. Bank Global Fund Services, 615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202;

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Via wire transfer, if you have elected that option on your application, by calling (800) 977-2947; or

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Via the Systematic Withdrawal Plan, if you have elected this option.

TAX INFORMATION

The Funds intend to make distributions that may be taxed as either ordinary income or capital gains except when you hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawals made from those arrangements.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Investment Objectives, Principal Investment Strategies, and Related Risks

Criteria for Socially Responsible Investing

Praxis is a word that refers to a way of joining belief and action. Everence Capital Management, Inc. (“Everence”, “Praxis” or the “Adviser”) believes that it captures the essence of the investment philosophy of Praxis Mutual Funds (the “Funds”).

The goal of the Funds is to join beliefs with deeds, using the tools of socially responsible investing. The Fund is governed by the philosophy that being faithful stewards means using assets God has entrusted to us to promote economic results that are not only productive but also reflect God’s values, caring for others as well as all of Creation (“Stewardship Investing”).

When constructing the Stewardship Investing screens used by the Funds, the Adviser seeks to avoid companies that are deemed inconsistent with the Praxis Stewardship Investing core values (see below). Recognizing no company is perfect, the Funds also utilize shareholder advocacy to encourage corporations to be good stewards of their resources, to care for the environment, and to create just work environments while generating long-term value for all stakeholders.

Investments will be screened to attempt to assure that the Funds’ investments are socially responsible based upon the Praxis Stewardship Investing core values and reflect forward looking risk-return data on environmental, social and governance (“ESG”) practices. When a Fund becomes aware that it has invested in a company that may be engaged in an activity that is inconsistent with the Praxis Stewardship Investing approach or a Fund’s specific Stewardship Investing screens, it may first seek to use its influence to change that activity and may eventually determine to sell its investment. The Funds are not under any strict time schedule to make a decision to sell such investments.

Investors should understand, however, that socially responsible investing outside the United States can be more difficult. Countries have different laws and regulations governing the securities markets, financial and company disclosure, environment, labor, health and welfare standards and practices. Frequently, there is less information available to the public about the business activities and practices of foreign companies. As a result, it can be more difficult to effectively apply Stewardship Investing screens abroad than it is in the United States. Accordingly, a Fund may unintentionally invest in foreign companies that may engage in a line of business or other practices that do not meet the Praxis Stewardship Investing core values. Nevertheless, it is the goal of the Funds and Adviser to avoid investment in such companies.

The Praxis Stewardship Investing Philosophy

Stewardship Investing is a philosophy of financial decision-making motivated and informed by social convictions drawn from the 500 year-old Anabaptist-Christian faith tradition. This approach holds in tension a responsibility for the productive use of financial resources and a deep-seated concern for the individuals, communities and environments that are impacted by our investment choices.

To carry out this task, the Funds seek to:

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Invest in companies that best reflect a set of positive core values.

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Participate actively in corporate decision-making through proxy voting, shareholder advocacy and direct company dialogue, encouraging positive corporate social practices.

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Engage in community development investing that widens the door of economic opportunity by empowering disadvantaged individuals and communities through targeted investments.

The Praxis Stewardship Investing Core Values

The following core values, which were developed by Everence and adopted by the Funds, help guide the evaluation of a company’s social performance, as a part of investment selection and shareholder advocacy processes. While few companies may reach these ideals in all aspects of social responsibility, the guidelines articulate the Funds’ highest expectations for corporate behavior.

In making investment decisions, the Funds strive to invest in companies that:

Respect the dignity and value of all people. We expect companies to respect and support the basic human rights of all people to practice self-determination; to live free of fear, violence and intimidation; to lead healthy, well-nourished lives; and to have access to adequate shelter and sanitation. In a diverse, global society, we expect that companies will respect the dignity of individuals and ethnic/cultural groups. Companies should treat all people fairly, avoiding discrimination and stereotyping, and should seek to nurture and benefit from diversity in all aspects of corporate activity. We expect that companies will not attempt to benefit from the misfortunes of disadvantaged individuals or communities or from relationships with oppressive political regimes.

Build a world at peace and free from violence. We believe that violence, in all its forms, hinders the growth, prosperity and freedom of humankind. It has no place in corporate structures, practice or production. We desire companies to be engaged in products and services that support life — not those designed to kill, maim or injure. The expansions of the world’s military establishments are not productive endeavors for humanity. We will seek to avoid those companies for which weapons production and military contracting are a focus of their energy, resources and sales growth strategies. We expect companies to engage in activities that contribute to healthy and peaceful relationships between individuals, communities and nations. We expect companies to value the sanctity of human life, promote alternative forms of conflict resolutions and commit to efforts that reduce violence and aggression in world culture.

Investment Objectives, Principal Investment Strategies, and Related Risks

Criteria for Socially Responsible Investing (continued)

Demonstrate a concern for justice in a global society. All people deserve opportunities to participate in social and economic prosperity. We expect companies to provide fair, sustainable compensation for all employees and subcontractors. Corporate efforts should extend opportunities to the disabled, the disadvantaged and marginalized communities. Company behavior should be based on standards higher than minimum legal requirements. We expect products and services to be offered with honesty and without discrimination. Individuals and communities should be involved in issues and decisions that affect their lives. We expect corporations to act on a basis of shared prosperity, recognizing the value and contributions of all stakeholders in creating and sustaining lasting commercial success.

Exhibit responsible management practices. We expect a company to operate in an honest, trustworthy, compassionate and responsible manner. We desire transparency and openness about company policies, finances and behavior. We expect companies to value and empower all employees and to take all reasonable steps to ensure their health and safety. Companies should respect workers’ rights to communicate with management, organize and bargain collectively. We expect companies to negotiate and communicate in good faith and deal fairly and respectfully with all stakeholders. Companies should engage in responsible resource management and obey or exceed all relevant laws for environmental concerns, safety and public disclosure. Companies should employ sound practices of corporate governance, including board independence, board and executive compensation and structural integrity. It is our desire for companies to avoid unnecessary litigation and to pursue alternatives where possible. We expect companies to be aggressively engaged in the marketplace, yet be respectful of their competitors and values-centered in their decision-making.

Support and involve communities. Communities — within a workforce, around company facilities or representing various ethnic, cultural or political groups — contribute directly and indirectly to the success of corporate endeavors. We believe a company is responsible to contribute its people, expertise and resources to the support and development of these communities. Companies should actively, creatively and aggressively engage in corporate charitable giving. Employee volunteerism, community involvement and personal charitable giving should also be encouraged. We expect communities will be included in decision-making on issues that affect them. Investments should be made that add value to local workforces, living environments and community infrastructures. We expect companies to consider the impact their products and production methods have on efforts to build healthy, productive communities. To this end, we will avoid companies materially engaged in alcohol and tobacco production and in the gaming industry.

Practice environmental stewardship. The natural environment is a finite resource, the inheritance of future generations and a gift from God. We expect companies to respect the limits of our natural resources and to work toward environmental sustainability. Companies should carefully consider climate risks and opportunities, pursue cleaner and more efficient production methods and bear a deep concern for the welfare of animals, minimizing animal testing, wherever possible. We value a company’s involvement in the environmental technology and services arena. We expect companies to engage in honest, transparent environmental reporting, to support respected environmental principles and to publicly promote the value of the environment.

Screening and ESG Integration

In order to best align the Fund’s holdings with the Stewardship Investing Core Values, two levels of screening have been developed.

Values-Based Screens. These screens are based on a company’s involvement with various business activities that are deemed inconsistent with the values and social objectives of the Funds. While various tolerances are applied to prohibited activities, the resulting restricted list is applied uniformly to all Praxis Mutual Funds.

ESG Screens. The understanding and integration of ESG (environmental, social, and governance) data is becoming increasingly important in the proper management of any mutual fund. In the Praxis Mutual Funds, a list of companies most poorly positioned to benefit from ESG-related opportunities or most exposed to their inherent risks is created by the Adviser, in partnership with its independent ESG research partner. Companies on this list are summarily restricted from all passively-managed Praxis Mutual Funds. Due to the discretionary component of its active investment strategy, this list, along with related ESG company information and interaction with the Adviser’s Stewardship Investing staff, will be provided to the managers of the Praxis Impact Bond Fund on an advisory basis to further inform their investment management process.

The Praxis Commitment to Community Development Investing

Consistent with the Praxis Stewardship Investing philosophy and core values, the Funds are permitted to make certain types of community development investments. These consist of investments in local community-oriented investment programs which are intended to provide economic growth and opportunity in areas deemed suitable for investments of this type. The objective of such community development investments is to foster sustainable social and economic well-being in underserved communities through the use of targeted investments.

As part of their commitment to community development investments, the Funds may purchase notes issued by organizations that use the note proceeds to fund community development programs by making below-market rate loans to approved community development organizations (“CDI Notes”). Each Fund, in accordance with guidelines established by the Board of Trustees of the Praxis Mutual Funds (the “Board of Trustees”), is permitted to invest up to 3 percent of its total assets in community development investments including CDI Notes.

Investment Objectives, Principal Investment Strategies, and Related Risks

Criteria for Socially Responsible Investing (continued)

CDI Notes and other community development investments that may be held by the Funds have specific risk factors associated with them. These types of investments typically offer a rate of return below the then-prevailing market rate and are considered illiquid, unrated and below-investment grade. They also involve a greater risk of default or price decline than investment-grade securities. As a result, they are expected to underperform other fixed income securities in which a Fund otherwise might invest. However, these investments have been determined by the Board of Trustees as being a beneficial way to carry out each Fund’s goals for stewardship investing at the community level.

You can find more information on the Praxis stewardship investing core values and related activities by visiting the Praxis Mutual Funds website at: www.praxismutualfunds.com.

Investment Objectives, Principal Investment Strategies, and Related Risks

Additional information regarding the investment objectives, principal investment strategies and other investment policies for each of the Praxis Impact Bond Fund (“Impact Bond Fund”), Praxis International Index Fund (“International Index Fund”), Praxis Value Index Fund (“Value Index Fund”), Praxis Growth Index Fund (“Growth Index Fund”), Praxis Small Cap Index Fund (“Small Cap Index Fund”), Praxis Genesis Conservative Portfolio (“Conservative Portfolio”) Praxis Genesis Balanced Portfolio (“Balanced Portfolio”) Praxis Genesis Growth Portfolio (“Conservative Portfolio”) (each, a “Fund,” and collectively, the “Funds” or “Praxis Mutual Funds”) is provided below. Each of Conservative Portfolio, Balanced Portfolio and Growth Portfolio are referred to as a “Portfolio”, and collectively, the “Genesis Portfolios”.

There can be no assurance that a Fund’s investment objective will be achieved. Each Fund’s investment objective may be changed without shareholder approval, in which case notice of the change would be provided. Unless expressly stated otherwise, all percentage limits discussed in this section are applied at the time of investment.

Impact Bond Fund

Ticker Symbol:	Class A - MIIAX
	Class I - MIIIX

Investment Objectives

The primary investment objective of the Impact Bond Fund is to seek current income. To a lesser extent, it seeks capital appreciation.

Policies and Strategies

The Fund seeks to achieve its investment objectives in a framework that assesses, integrates and prioritizes impact on the climate and communities around the world. The Fund invests, under normal circumstances, at least 80 percent of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities of all types, consistent with the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above. In selecting investments, where possible, the Adviser will place a priority on market-rate, fixed income opportunities with a significant, direct impact on the climate and/or communities around the world. Under normal market conditions the Fund will maintain a dollar-weighted average maturity of 3 to 10 years.

Consistent with the Impact Bond Fund’s investment objectives, the Fund:

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utilizes a framework that assesses, integrates and prioritizes the impact on the climate and communities around the world;

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invests in fixed income securities consisting of bonds, preferred stocks, debentures, notes, zero-coupon securities, mortgage-related and other asset-backed securities, state and local municipal or industrial revenue bonds, credit default swaps, forward contracts, futures contracts and options, obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, debt securities convertible into, or exchangeable for, common stocks, foreign debt securities, guaranteed investment contracts, income participation loans, first mortgage loans and participation certificates in pools of mortgages issued or guaranteed by agencies of instrumentalities of the U.S. Government. Certain securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. U.S. Treasury instruments may be purchased and deposited with the custodian or respective broker/dealer only to satisfy broker/dealer collateral requirements;

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may invest up to 10 percent of its net assets in fixed income securities rated within the fifth and sixth highest rating categories at the time of purchase by one or more nationally recognized statistical rating organizations (“NRSROs”). Except for the 10 percent of its assets noted above, the Fund will invest in fixed income securities only if they are rated within the four highest long-term rating categories at the time of purchase by one or more NRSRO or, if unrated, which the Adviser has determined to present attractive opportunities and are of comparable quality. Securities rated in the fourth highest category are considered to have speculative characteristics. For these securities in the fourth through sixth highest categories, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade securities;

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may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed-upon price on an agreed-upon date (usually within seven days of purchase);

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may use interest rate futures contracts and credit default swap agreements to manage interest rate risk and credit risk, and may purchase U.S. Treasury instruments to satisfy associated collateral requirements;

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may purchase securities on a when-issued or delayed-delivery basis in which a security’s price and yield are fixed on a specific date, but payment and delivery are scheduled for a future date beyond the standard settlement period; and

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may invest in other investment companies.

In the event that the Adviser determines that current market conditions are not suitable for the Fund’s typical investments, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or a portion of its assets in money market instruments or repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives. Shareholders of the Impact Bond Fund will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.

Investment Objectives, Principal Investment Strategies, and Related Risks

International Index Fund

Ticker Symbol:	Class A - MPLAX
	Class I - MPLIX

Investment Objectives

The primary investment objective of the International Index Fund is to seek capital appreciation.

Policies and Strategies

Under normal circumstances, the Fund invests at least 80 percent of the value of its net assets (plus the amount of any borrowings for investment purposes) in securities of, and investments related to, issuers in the Fund’s benchmark index. Since investments are subject to the screens based on the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above, certain constituents of the index will be excluded.

Consistent with the International Index Fund’s investment objective, the Fund:

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invests in common stocks of foreign issuers;

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invests in sponsored and unsponsored depositary receipts;

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invests in options, warrants and other securities convertible into common stocks;

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may purchase and sell foreign currencies on a spot or forward basis;

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may engage in options transactions;

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may engage in futures transactions as well as invest in options on futures contracts solely for hedging purposes;

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may invest in other investment companies.

In the event that the Sub-Adviser determines that the current market conditions are not suitable for the Fund’s typical investments, the Sub-Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in U.S. equity securities, money market instruments, U.S. Government-related securities and repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives.

Shareholders of the International Index Fund will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.

Investment Objectives, Principal Investment Strategies, and Related Risks

Value Index Fund

Ticker Symbol:	Class A - MVIAX
	Class I - MVIIX

Investment Objective

The primary investment objective of the Value Index Fund is to seek capital appreciation.

Policies and Strategies

Under normal circumstances, the Fund invests at least 80 percent of the value of its net assets (plus the amount of any borrowings for investment purposes) in securities of, and investments related to, issuers in the Fund’s benchmark index. Since investments are subject to screens based on the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above, certain constituents of the benchmark index will be excluded.

Consistent with the Value Index Fund’s investment objective, the Fund:

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invests in the following types of equity securities: common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks;

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may invest in fixed income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase;

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may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government. Certain securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. U.S. Treasury instruments may be purchased and deposited with the custodian or respective broker/ dealer only to satisfy broker/dealer collateral requirements;

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may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts;

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may invest in other investment companies.

To track its target index, the Fund attempts to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Fund may invest, to a limited extent, in stock index futures. The Fund will not use futures contracts for speculative purposes or as leveraged investments that magnify gains or losses. Reasons for which the Fund may use stock index futures include:

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To simulate equity-like returns for the portion of the Fund invested in CDI Notes or other community development investments; and

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To keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in stocks.

In the event that the Adviser determines that current market conditions are not suitable for the Fund’s typical investments, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in money market instruments and repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives.

Shareholders of the Value Index Fund will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.

Investment Objectives, Principal Investment Strategies, and Related Risks

Growth Index Fund

Ticker Symbol:	Class A - MGNDX
	Class I - MMDEX

Investment Objective

The primary investment objective of the Growth Index Fund is to seek capital appreciation.

Policies and Strategies

Under normal circumstances, the Fund invests at least 80 percent of the value of its net assets (plus the amount of any borrowings for investment purposes) in securities of, and investments related to, issuers in the Fund’s benchmark index. Since investments are subject to screens based on the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above, certain constituents of the benchmark index will be excluded.

Consistent with the Growth Index Fund’s investment objective, the Fund:

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invests in the following types of equity securities: common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks;

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may invest in fixed income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase;

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may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts;

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may invest in convertible securities, which are securities that are convertible into or exchangeable for common stock;

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may invest in other investment companies.

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To simulate equity-like returns for the portion of the Fund invested in CDI Notes or other community development investments; and

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To keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in stocks.

In the event that the Adviser determines that current market conditions are not suitable for the Fund’s typical investments, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in money market instruments and repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives.

Shareholders of the Growth Index Fund will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.

Investment Objectives, Principal Investment Strategies, and Related Risks

Small Cap Index Fund

Ticker Symbol:	Class A - MMSCX
	Class I - MMSIX

Investment Objective

The primary investment objective of the Small Cap Index Fund is to seek to maximize long-term capital appreciation.

Policies and Strategies

Under normal circumstances, the Fund invests at least 80 percent of its net assets (plus the amount of any borrowings for investment purposes) in securities of, and investments related to, issuers in the Fund’s benchmark index.

Consistent with the Small Cap Index Fund’s investment objective, the Fund:

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invests in the following types of equity securities: common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks;

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may invest in fixed income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase;

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may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts;

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may invest in convertible securities, which are securities that are convertible into or exchangeable for common stock;

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may invest in other investment companies.

To track its target index, the Fund attempts to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Fund may invest, to a limited extent, in stock index futures contracts. The Fund will not use futures contracts for speculative purposes or as leveraged investments that magnify gains or losses. Reasons for which the Fund may use stock index futures include:

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To simulate equity-like returns for the portion of the Fund invested in CDI Notes or other community development investments; and

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To keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in stocks.

In the event that the Adviser determines that current market conditions are not suitable for the Fund’s typical investments, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in money market instruments and repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives.

Shareholders of the Small Cap Index Fund will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.

Investment Objectives, Principal Investment Strategies, and Related Risks

Praxis Genesis Conservative Portfolio

Ticker Symbol:

MCONX

Investment Objectives

The primary investment objective of the Conservative Portfolio is to seek current income and, as a secondary objective, capital appreciation.

Policies and Strategies

The Portfolio invests, under normal circumstances, 60 - 80 percent of its total assets in fixed income mutual funds and 20 - 40 percent of its total assets in equity mutual funds, consistent with the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above. The Portfolio invests primarily in underlying Praxis Funds.

Consistent with the Conservative Portfolio’s investment objectives, the Portfolio:

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invests in fixed income mutual funds that may hold bonds, preferred stocks, debentures, notes, zero-coupon securities, mortgage-related and other asset-backed securities, state and local municipal or industrial revenue bonds, credit default swaps, forward contracts, futures contracts and options, obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, debt securities convertible into, or exchangeable for, common stocks, foreign debt securities, guaranteed investment contracts, income participation loans, first mortgage loans and participation certificates in pools of mortgages issued or guaranteed by agencies of instrumentalities of the U.S. Government. Certain securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. U.S. Treasury instruments may be purchased and deposited with the custodian or respective broker/dealer only to satisfy broker/dealer collateral requirements;

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invests in mutual funds that may hold the following types of equity securities: common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks; and

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may invest 10 percent of its total assets in exchange-traded funds and non-Praxis mutual funds.

In the event that the Adviser determines that current market conditions are not suitable for the Portfolio’s typical investments, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Portfolio’s assets in money market instruments and repurchase agreements. When the Portfolio engages in such strategies, it may not achieve its investment objectives.

Investment Objectives, Principal Investment Strategies, and Related Risks

Praxis Genesis Balanced Portfolio

Ticker Symbol:

MBAPX

Investment Objectives

The primary investment objective of the Balanced Portfolio is to seek long-term capital appreciation and growth of income. To a lesser extent, it seeks current income.

Policies and Strategies

The Portfolio invests, under normal circumstances, 30 - 50 percent of its total assets in fixed income mutual funds and 50 - 70 percent of its total assets in equity mutual funds that are consistent with the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above. The Portfolio invests primarily in underlying Praxis Funds.

Consistent with the Balanced Portfolio’s investment objective, the Portfolio:

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invests in fixed income mutual funds which may hold bonds, preferred stocks, debentures, notes, zero-coupon securities, mortgage-related and other asset-backed securities, state and local municipal or industrial revenue bonds, credit default swaps, forward contracts, futures contracts and options, obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, debt securities convertible into, or exchangeable for, common stocks, foreign debt securities, guaranteed investment contracts, income participation loans, first mortgage loans and participation certificates in pools of mortgages issued or guaranteed by agencies of instrumentalities of the U.S. Government. Certain securities issued by U.S. Government agencies or government-sponsored enterprises may not be guaranteed by the U.S. Treasury. U.S. Treasury instruments may be purchased and deposited with the custodian or respective broker/dealer only to satisfy broker/dealer collateral requirements, or other types of income or income-related instruments;

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invests in equity mutual funds, which may hold common stocks, preferred stocks, securities convertible into common stocks, warrants and any rights to purchase common stocks, or other types of equity or equity-related instruments; and

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may invest 10 percent of its total of assets in exchange-traded funds and non-Praxis mutual funds.

Investment Objectives, Principal Investment Strategies, and Related Risks

Praxis Genesis Growth Portfolio

Ticker Symbol: MGAFX

Investment Objectives

The primary investment objective of the Growth Portfolio is to seek capital appreciation with current income as a secondary objective.

Policies and Strategies

The Portfolio invests, under normal circumstances, 10 - 30 percent of its total assets in fixed income mutual funds and 70 - 90 percent of its total assets in equity mutual funds, consistent with the Praxis Stewardship Investing core values, as discussed in “Criteria for Socially Responsible Investing” above. The Portfolio invests primarily in underlying Praxis Funds.

Consistent with the Growth Portfolio’s investment objectives, the Portfolio:

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may invest 10 percent of its total assets in exchange-traded funds and non-Praxis mutual funds.

Investment Objectives, Principal Investment Strategies, and Related Risks

Investment Risks

All Funds — Risk Factors

An investment in the Praxis Mutual Funds is subject to investment risks, including the possible loss of the principal amount invested.

Generally, the Praxis Mutual Funds, including the Genesis Portfolios through their investments in underlying Praxis Funds, will be subject to the following additional risks:

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Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets. The value of securities held by a Fund may fall due to changes in the broad market or changes in a company’s financial condition, sometimes rapidly and unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for a Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Events in one market may impact other markets. Future events, including changes to government policies or regulations, may impact a Fund in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity.

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Interest Rate Risk: Interest rate risk refers to the risk that the value of the Funds’ fixed income securities can change in response to changes in prevailing interest rates or outlooks about future interest rates causing volatility and possible loss of value as rates increase. If rates increase, the value of these investments generally declines. On the other hand, if rates fall, the value of these investments generally increases. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields but are subject to greater fluctuations in value. Usually, the changes in the value of fixed income securities will not affect cash income generated but may affect the value of your investment. In low interest rate environments, risks associated with rising interest rates are heightened.

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Credit Risk: Credit risk refers to the risk that an issuer or guarantor of a fixed income security in which a Fund invests might be unable or unwilling to meet its obligations and might not make interest or principal payments on a security when those payments are due. This could result in a loss to the Fund.

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Company Risk: Company risk refers to the risk that the market value of a Fund’s investments in common stock can vary with the success or failure of the company issuing the stock. Many factors can negatively affect a particular company’s stock price, such as poor earnings reports, loss of major customers, major litigation against the company or changes in government regulations affecting the company or its industry. The success of the companies in which a Fund invests largely determines the Fund’s long-term performance.

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Financial Services Risk: Financial services risk refers to the risk of investing a significant portion of a Fund’s assets in the financial services sector. Examples of financial services companies include: banks, brokerage firms and insurance companies. Risks of investing in the financial services sector include: (i) Regulatory Actions: financial services companies may suffer a setback if regulators change the rules under which they operate; (ii) Changes in interest rates: unstable interest rates, and/or rising interest rates, can have a disproportionate effect on the financial services sector; (iii) Un-diversified loan portfolios: financial services companies whose securities a Fund purchases may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry; and (iv) Competition: the financial services sector has become increasingly competitive.

●

Investment Style Risk: A Fund may be subject to growth style risk, value style risk, or both depending upon the investment strategy and techniques used to manage the Fund. Growth investing seeks to identify companies that will experience rapid earnings growth relative to value or other types of stocks and while growth companies may have the potential for above average growth they may be subject to greater price volatility than “value” companies. Value investing seeks to identify companies that are trading at prices below their intrinsic worth and while they may have the potential to increase in price as the intrinsic value is recognized by the market, there is a risk that the determination about the company’s intrinsic value is incorrect or will not be reflected in an increased market price. A Fund that emphasizes one style will underperform funds that use other styles over certain periods when that style is out of favor or does not respond as positively to market or other events.

●

Selection Risk: Selection risk refers to the risk that the securities selected for the Funds may underperform broader markets or securities selected by other funds with similar investment objectives and strategies.

●

Screening Risk: The application of stewardship investing screens to the available universes from which the Funds’ portfolio managers select securities may impact the performance of the Funds relative to unscreened portfolios following similar investment mandates. Funds applying stewardship investing screens may be adversely affected by certain economic and investment environments which may prevail for several years in a row. There may also be environments that benefit Funds investors because certain underperforming sectors and industries are excluded from purchase.

Shareholder Information

Impact Bond Fund — Specific Risk Factors

Government Related Securities Risk — The Fund may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government (“Government Related Securities”). Certain Government Related Securities are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association (“GNMA”). Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Federal Home Loan Mortgage Corporation (“FHLMC”), and Tennessee Valley Authority, or only by the credit of the issuing agency, such as Federal Farm Credit Banks. No assurance can be given that the U.S. Government would provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not obligated to do so by law.

Impact Bond Fund — Event Risk

Event risk — Corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers, or similar events financed by increased debt. As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.

International Index Fund — Foreign Securities Specific Risk Factors

Foreign Securities Risk — The Funds, and in particular the International Index Fund, may invest in foreign securities which involve risks in addition to those associated with domestic securities. Foreign investments may be riskier than U.S. investments because of unstable international political and economic conditions, foreign controls on investment and currency exchange rates, withholding taxes, or a lack of adequate company information, lack of liquidity, and lack of government regulation.

Foreign economies may not be as strong or as diversified, foreign political systems may not be as stable, and foreign financial reporting standards may not be as rigorous as they are in the United States. Securities issued by foreign companies are frequently denominated in foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. When the value of a foreign currency declines against the U.S. dollar, the value of foreign securities will tend to decline.

ADR Risk — Depositary receipts are subject to fluctuations in foreign currencies and foreign investment risks, such as political and financial instability, less liquidity and greater volatility, lack of uniform accounting, auditing and financial reporting standards and increased price volatility. In addition, depositary receipts may not track the price of the underlying foreign securities, and their value may change materially at times when U.S. markets are not open for trading.

Emerging Markets Risk — The International Index Fund may invest without limit in the securities markets of emerging market countries, subject to its principal investment strategy. Investments in such emerging markets present greater risk than investing in foreign issuers in general. The risk of political or social upheaval typically is greater in emerging markets. In addition, a number of emerging markets restrict foreign investment in stocks. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Moreover, many of the emerging securities markets are relatively small, have low trading volumes, suffer periods of relative illiquidity and are characterized by significant price volatility and high transaction costs.

International Index Fund, Value Index Fund, Growth Index Fund and Small Cap Index Fund

Index Investing Risk — Because an index fund is designed to track the performance of an index, securities may be purchased, retained or sold at times when a more actively managed fund would not do so. If the value of securities that are heavily weighted in the index falls, you can expect a greater risk of loss than if the fund had a lower weighting to those securities. In addition, the performance of an index fund may vary from the performance of the index due to imperfect correlation between the fund’s holdings and the index. This is also known as tracking error. Tracking error results from imperfect correlation between the optimization and other techniques used to track the index, cash flows into the fund, expenses and transaction costs, and differences between the investments held by a fund and the composition of the index. Application of screens might also contribute to tracking error. For the International Index Fund, timing differences in pricing resulting from the use of ADRs relating to its benchmark index, which are priced at the close of the U.S. markets rather than the close of the principal foreign markets on which the issuers in the index trade, while shares of issuers in the index are priced at the close of the principal foreign markets on which they trade, contribute to tracking error.

Optimization Risk — The Funds may use optimized index sampling. Optimized index sampling strategies do not attempt to purchase every security in an index, but instead purchase a sampling of securities using optimization and risk characteristic models. This process involves the analysis of tradeoffs between various factors (e.g. PE ratio, dividend yield, ESG factors) as well as turnover and transaction costs in order to estimate optimal portfolio holdings based upon an index in order to achieve desired Fund exposures. Optimized index sampling strategies do not seek to fully replicate an index and the Fund may not hold all the securities. The Fund may hold constituent securities of an index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of the performance of individual securities or market conditions could cause the Fund’s return to be lower than if the Fund employed a fundamental investment approach to security selection with respect to that portion of its portfolio.

Shareholder Information

Small Cap Index Fund — Small Cap Securities Risk

Investments in small capitalization companies may be riskier, more volatile and less liquid than investments in larger, more established companies. Small capitalization companies often have shorter operating histories than, and may not have the size, resources or other assets of, larger companies. Small capitalization companies may be more vulnerable to economic, market and competitive pressures than larger companies and therefore may respond differently to market events and may be subject to greater market risks and competitive pressures than larger companies. Securities of small capitalization companies may trade less frequently and in lower volumes than those of larger companies and may experience erratic and abrupt price movements.

The Genesis Portfolios — Allocation Risk

Allocation risk is the chance that the selection by the Adviser of underlying mutual funds and the allocation of a Genesis Portfolio’s assets to those mutual funds will cause the Portfolio to underperform.

Additional Information about Risks

Please see the Statement of Additional Information (“SAI”) for more information about the Funds’ investment policies and risks.

Disclosure of Portfolio Holdings

A description of the Funds’ policies and procedures regarding the disclosure of portfolio holdings is available in the SAI and on the Fund’s website at www.praxismutualfunds.com.

Pricing of Fund Shares

How NAV Is Calculated

The per share net asset value (“NAV”) is calculated by adding the total value of a Fund’s investments and other assets, subtracting its liabilities and then dividing that figure by the number of outstanding shares of the Fund:

NAV =

Total Assets - Liabilities

Number of Shares Outstanding

The NAV for each Fund is determined and its shares are priced at the close of regular trading on the NYSE, normally at 4 p.m. Eastern Time each day (a “Business Day”) the NYSE is open for trading.

Each Fund’s securities, other than short-term debt obligations, are generally valued at current market prices. If market quotations are not available, prices will be based on fair value as determined by a method approved by the Funds’ Trustees. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such security’s sale. Debt obligations with remaining maturities of 60 days or less are valued at amortized cost. Shares of the underlying funds held by the Genesis Portfolios are generally priced at the NAV for each underlying fund as calculated by that fund.

Your order for a purchase of shares (including purchases through exchanges) is priced on Business Days at the next determined offering price, which is NAV plus any applicable sales charge as noted in the section on “Distribution Arrangements/Sales Charges” calculated after your order is received in good order. Your order for a redemption of shares (including redemptions through exchanges) is priced on Business Days at the next determined NAV minus any applicable redemption fees.

Business Days Defined

A business day for the Funds is generally a day that the New York Stock Exchange is open for business. The NYSE and the Funds will not open on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

Purchasing and Adding to Your Shares
Account Type	Minimum Initial Investment per Fund	Minimum Subsequent Investment per Fund
*Praxis Mutual Funds*
*Class A*
Regular (non-retirement)	$2,500	$100
Retirement	$2,500	$100
Automatic Investment Plan	$100	$100
*Praxis Genesis Portfolios*
Regular (non-retirement)	$1,000	$50
Retirement	$1,000	$50
Automatic Investment Plan	$50	$50
*Class I*	$100,000	N/A

Each Fund may, at its discretion, waive investment minimums and any applicable service fees for initial and subsequent purchases for investors who purchase shares.

You may purchase the Funds directly or through investment representatives, who may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you transact in Class I shares, you may be required to pay a fee to a broker or other financial firm. Foreside Financial Services, LLC (formerly known as BHIL Distributors, LLC) (the “Distributor”) has relationships with certain brokers and other financial intermediaries who are authorized to accept, or designate intermediaries to accept, purchase and redemption orders for the Funds. If you purchase through such a broker, your order will be priced at the NAV plus any applicable sales charge next determined after your broker or its designated intermediary receives it in good order. Contact your investment representative to determine whether they have an established relationship with the Distributor. If you purchase shares through an investment representative, that party is responsible for transmitting orders by 4 p.m. Eastern Time and may have an earlier cut-off time for purchase and sale requests. Such investment representatives may designate other entities to receive purchase and redemption orders on behalf of the Funds. Consult your investment representative for specific information.

Shareholder Information

Purchasing and Adding to Your Shares (continued)

All checks must be in U.S. Dollars drawn on a domestic bank. The Funds will not accept payment in cash or money orders. The Funds will not accept postdated checks, or any conditional order or payment. To prevent check fraud, the Funds will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.

U.S. Bank Global Fund Services (the “Transfer Agent”) will charge a $25 fee against a shareholder’s account, in addition to any loss sustained by the Funds, for any payment that is returned. It is the policy of the Funds not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders. The Funds reserve the right to reject any application.

Customer Identification Program

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

When you open a new account to buy shares of the Funds, the Funds or your investment representative will ask your name, address, date of birth, taxpayer identification or other government identification number and other information that will allow the Funds to identify you. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners. If the Funds or your investment representative are unable to adequately identify you within the time frames set forth in the law, your shares may be automatically redeemed. If the net asset value per share has decreased since your purchase, you will lose money as a result of this redemption. In the event of fraud or wrongdoing, your assets will not be redeemable, and the account will be frozen.

Instructions for Opening or Adding to an Account

By Regular Mail

Initial investment:

1.	Carefully read and complete the application. Establishing your account privileges now saves you the inconvenience of having to add them later.

2.	Make check or bank draft payable to “Praxis Mutual Funds”.

3.	Mail to:	Praxis Mutual Funds
		c/o U.S. Bank Global Fund Services
		P.O. Box 701
		Milwaukee, WI 53201-0701.

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bank Global Fund Services post office box, of purchase orders does not constitute receipt by the Transfer Agent of the Fund. Receipt of purchase orders is based on when the order is received at the Transfer Agent’s offices.

Subsequent investment:

1.	Use the investment slip attached to your account statement. Or, if unavailable, include the following information on a piece of paper:

●

Fund name and Fund number

●

Amount invested

●

Account name

●

Account number

Include your fund number and account number on your check.

2.	Mail to:	Praxis Mutual Funds
		c/o U.S. Bank Global Fund Services
		P.O. Box 701
		Milwaukee, WI 53201-0701.

Shareholder Information

Purchasing and Adding to Your Shares (continued)

Avoid 24 Percent Tax Withholding

The Funds are required to withhold 24 percent of taxable dividends, capital gains distributions and redemptions paid to shareholders who have not provided the Fund with their certified Taxpayer Identification Number in compliance with IRS rules. To avoid this, make sure you provide your correct Tax Identification Number (Social Security Number for most investors) on your account application.

By Overnight Service

Please call (800) 977-2947 for mailing instructions.

Telephone Purchases

Unless the telephone options were declined on the account application, investors may purchase additional shares of the Funds by calling (800) 977-2947. If you established your bank information at the time of application, and your account has been open for at least 7 business days, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (“ACH”) network. Your bank must be a member of the ACH network, and you must have banking information established on your account prior to making a purchase. If your order is received in proper form prior to 4 p.m. Eastern Time, your shares will be purchased at the applicable price calculated on the day your order is placed.

Telephone trades must be received by or prior to market close. During periods of high-market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction. Once a telephone transaction has been placed, it cannot be canceled or modified after the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern Time).

Electronic vs. Wire Transfer

Wire transfers allow financial institutions to send immediately cleared and available funds to each other almost instantaneously. When funds are sent through the ACH network the process of debiting or crediting your account may take 2-3 days, and the funds may not be considered clear and available for up to 15 calendar days.

Internet Purchases

Unless the internet options were declined on the account application, investors may purchase additional shares through the internet. After your account is established, you may set up a user ID and password by logging onto www.praxismutualfunds.com. This will enable you to purchase shares by having the purchase amount deducted from your bank account by electronic funds transfer via the ACH network. Your fund account must be set up with bank account instructions and your bank must be an ACH member to complete internet transactions.

The Fund employs procedures to confirm that transactions entered through the internet are genuine. These procedures include passwords, encryption and other precautions reasonably designed to protect the integrity, confidentiality and security of shareholder information. The Funds and the Transfer Agent will not be responsible for any loss, liability or expense for any fraudulent or unauthorized instructions entered via the internet.

By Wire Transfer

Note: Your bank may charge a wire transfer fee.

For initial investment:

If you are making your first investment in the Funds, before you wire funds, the Transfer Agent must have a completed account application. You may mail, fax, or overnight delivery your account application to the Transfer Agent. Upon receipt of your completed account application, the Transfer Agent will establish an account for you and a customer service representative will contact you with the account number and wire instructions. If you do not receive this information within one business day, you may call the Transfer Agent at (800) 977-2947. Your bank must include both the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied. Your bank may charge a wire transfer fee. Please call (800) 977-2947 to advise the Transfer Agent of your intent to wire funds. This will help ensure proper credit upon receipt of your wire.

Wired funds must be received prior to 4 p.m. Eastern Time to be eligible for same day pricing. The Fund and the Transfer Agent are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

Automatic Investment Plan

Once your account has been opened with the initial minimum investment for shareholders in the Praxis Mutual Funds, you may make additional purchases at regular intervals in the Praxis Class A shares through the Automatic Investment Plan. This Plan provides a convenient method to have monies deducted from your bank account for investment into the Fund. There is no minimum initial investment requirement to establish this Plan for shareholders in the Praxis Genesis Portfolio Funds.

Shareholder Information

Purchasing and Adding to Your Shares (continued)

Automatic investments can be as little as $100 per fund for Praxis Funds and $50 per fund for Genesis Portfolios (see above in the section entitled “Purchasing and Adding to Your Shares” for more information about investment minimums). Your financial institution must be a member of the Automated Clearing House (ACH) network. If your bank rejects your payment, the Fund’s transfer agent will charge a $25 fee to your account. Any request to change or terminate your Automatic Investment Plan should be submitted to the transfer agent 5 days prior to the next automatic investment.

To invest regularly from your bank account:

1.	Complete the Automatic Investment Plan portion on your Account Application. Make sure you note:

●

Your bank name, address and account number;

●

The amount you wish to invest automatically (minimum $100 per fund for Praxis Mutual Funds and $50 per fund for Genesis Portfolios); and

●

How often you want to invest (twice a month, every month, four times a year, twice a year or once a year).

2.	Attach a voided personal check or savings deposit slip.

Information about the Everence Money Market Account

The Everence Money Market Account offered through Providence Bank & Trust is an FDIC-insured (up to certain limits) interest-bearing account. The Money Market Account is only available to individuals, trusts, and nonprofit organizations. The Money Market Account is not available to 403(b) plans. You may open and maintain an Everence Money Market Account at no charge, and take advantage of free check-writing (with a $250 minimum per check) and easy transfers by telephone to and from your Praxis Mutual Fund account. Check-writing privileges are not available for retirement accounts or accounts with balances less than $2,000. An Everence Money Market Account is subject to certain terms and conditions. Please call (800) 977-2947 or visit www.praxismutualfunds.com/everence-money-market-account for more information. The rate of return for the Everence Money Market Account will vary and may present other risks. The Praxis Mutual Funds are not affiliated with Providence Bank & Trust and are not FDIC-insured. The Everence Money Market Account is an option provided by the Adviser and made available to Fund shareholders; it is not a Praxis Mutual Fund and is not offered or sponsored by the Praxis Mutual Funds. Providence Bank & Trust reimburses the Adviser for expenses related to offering the Everence Money Market Account.

Dividends and Distributions

All dividends and distributions will be automatically reinvested unless you request otherwise. You may change this election at any time by notifying the Transfer Agent by telephone or in writing at least five days prior to the record date of the distribution. There are no sales charges for reinvested distributions. Capital gains are distributed at least annually.

Distributions are made on a per share basis regardless of how long you’ve owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution.

Selling Your Shares

You may sell your shares at any time. Your sales price will be the next NAV after your sell order is received in proper form by the Transfer Agent. The Funds typically expect payment to take one to three days following the receipt of a proper redemption request; however, while not expected, payment may take up to seven days. Any charges for wire redemptions or redemption fees will be deducted from your account by redemption of shares. The Funds may also charge a fee for requests to send checks by overnight mail.

The Trust expects that each Fund, other than the Genesis Portfolios, will generally hold sufficient cash or cash equivalents or will sell portfolio securities and use the proceeds to meet redemption requests. The Genesis Portfolios generally hold a minimal amount of cash and may sell underlying Praxis Funds and use the proceeds to meet redemption requests. These redemption methods may be used in both regular and stressed market conditions. The Funds encourage, when possible, advance notification of large redemptions. The Funds, at their own discretion, reserve the right to redeem in-kind as described under “Redemption in Kind” below. Redemptions in-kind are typically used for large redemptions that could be disruptive to the Fund operations and not be in the best interest of remaining Fund shareholders. Redemptions in-kind may be used regularly in circumstances as described above, and may also be used in stressed market conditions. If you sell shares through your Financial Intermediary, contact your financial adviser for their requirements and procedures. A broker may charge a transaction fee to redeem shares. Payment for redemptions may be delayed under extraordinary circumstances or as permitted by the Securities and Exchange Commission (“SEC”) in order to protect remaining shareholders.

Shareholders who have an IRA or other retirement plan must indicate on their written redemption request whether to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10 percent withholding (20 percent for 403(b) accounts).

Shareholder Information

Selling Your Shares (continued)

Instructions for Selling Shares

By Telephone (unless you have declined telephone sales privileges)

Call (800) 977-2947 between 8:30 a.m. and 7 p.m. Eastern Time, on days the Funds are open for business, with instructions as to how you wish to receive your funds (i.e., by mail, wire, electronic transfer). If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. Shares held in IRA and other retirement accounts may be redeemed by telephone. Investors will be asked whether to withhold taxes from any distribution.

The Funds have implemented procedures to ensure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have been taken, the Transfer Agent will not be liable for losses due to unauthorized transactions.

By mail

1.	Write a letter of instruction indicating:

●

Your Fund, Fund number and account number

●

Amount you wish to redeem

●

Address where your check should be sent

●

Account owner signature

2.	Mail to:
	Praxis Mutual Funds
	c/o U.S. Bank Global Fund Services
	P.O. Box 701
	Milwaukee, WI 53201-0701.

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bank Global Fund Services post office box, of redemption requests does not constitute receipt by the Transfer Agent of the Fund. Receipt of redemption requests is based on when the order is received at the Transfer Agent’s offices.

By Overnight Service

Please call (800) 977-2947 for mailing instructions. Please see General Policies on Selling Shares below for additional charges that may apply.

Internet Redemptions

Unless the internet options were declined on the account application, investors may redeem shares through the internet. After your account is established, you may set up a user ID and password by logging onto www.praxismutualfunds.com. This will enable you to sell shares by having the redemption amount deposited to your bank account by electronic funds transfer via the ACH network. Your fund account must be set up with bank account instructions and your bank must be an ACH member. Some retirement accounts may not be eligible for internet redemptions.

The Funds employ procedures to confirm that transactions entered through the internet are genuine. These procedures include passwords, encryption and other precautions reasonably designed to protect the integrity, confidentiality and security of shareholder information. The Funds and the Transfer Agent will not be responsible for any loss, liability or expense for any fraudulent or unauthorized instructions entered via the internet.

Wire Transfer

You must already have bank instructions established on your account.

Call (800) 977-2947 to request a wire transfer. If you call by 4 p.m. Eastern Time, your payment will normally be wired to your bank on the next business day. The Fund may charge a wire transfer fee.

Note: Your financial institution may also charge a separate fee.

Shareholder Information

Selling Your Shares (continued)

Withdrawing Money from Your Fund Investment

As a mutual fund shareholder, you are technically selling shares when you request a withdrawal in cash. This is known as redeeming shares or a redemption of shares. A redemption fee may apply to shares held less than 30 days. See “Market Timing and Excessive Trading — Redemption Fee” below.

Systematic Withdrawal Plan

You may redeem your Praxis Class A shares through the Systematic Withdrawal Plan. Under the Plan, you may choose to receive a specified dollar amount, generated from the redemption of shares in your account, on a monthly, quarterly, semi-annual or annual basis. Each payment should be a minimum of $50. If you elect this method of redemption, the Fund will send a check to your address of record or will send the payment via electronic funds transfer through the ACH network, directly to your bank account.

For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. This Program may be terminated at any time by the Funds. You may also elect to terminate your participation in this Plan at any time by contacting the Transfer Agent 5 days in advance of the next withdrawal.

A withdrawal under the Plan involves a redemption of shares and may result in a gain or loss for federal income tax purposes. In addition, if the amount withdrawn exceeds the dividends credited to your account, the account ultimately may be depleted.

General Polices on Selling Your Shares

Redemptions in Writing Required

The following circumstances require that your request to sell shares be made in writing accompanied by an original signature guarantee to help protect against fraud. Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the NYSE Medallion Signature Program and the Securities Transfer Agents Medallion Program. A notary public is not an acceptable signature guarantor.

A signature guarantee, from either a Medallion program or a non-Medallion program member, is required in the following situations:

●

If ownership is being changed on your account;

●

When redemption proceeds are payable or sent to any person, address or bank account not on record;

●

When a redemption request is received by the Transfer Agent and account address has changed within the last 30 calendar days; or

●

For all redemptions in excess of $50,000 from any shareholder account.

In addition to the situations described above, the Fund(s) and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation. Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source. The Funds reserve the right to waive any signature guarantee requirement at their discretion.

Redemptions within Seven Days of Shares Purchased by Check or Electronic Funds Transfer

If any portion of the shares to be redeemed represents an investment made by check or electronic funds transfer through the ACH network, the Fund may delay the payment of the redemption proceeds until the Transfer Agent is reasonably satisfied that the purchase has been collected, which may take as long as seven days. Also, when the NYSE is closed (or when trading is restricted) for any reason other than its customary weekend or holiday closing or under any emergency circumstances, as determined by the Securities and Exchange Commission, the Fund may suspend redemptions or postpone payment of redemption proceeds.

Redemption in Kind

The Funds reserve the right to make payments in securities rather than cash, known as “redemption in kind”, for large redemptions. Redemptions in-kind are typically used to meet redemption requests that represent a large percentage of a fund’s net assets in order to minimize the effects of transaction costs and realized gains/losses on the fund and its remaining shareholders. Each of the Funds has made an election pursuant to Rule 18f-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). This election requires that the Funds redeem shares solely in cash up to the lesser of $250,000 or 1 percent of the NAV of the Fund during any 90-day period for any one shareholder. If a Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to your shares. When you convert these securities to cash, you will pay brokerage charges.

Shareholder Information

General Polices on Selling Your Shares (continued)

Undeliverable Dividend Distribution, Capital Gain and Redemption Checks

If you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for 6 months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current net asset value, and to reinvest all subsequent distributions.

Closing of Small Accounts

Class A Shares — If your Praxis Fund account falls below $2,500 for any reason, the Fund may ask you to increase your balance. If 45 days after notification your account balance is still below $2,500, the Fund may close your account and send you the proceeds at the current NAV.

If your Praxis Genesis Portfolio account falls below $1,000 for any reason, the Fund may ask you to increase your balance. If 45 days after notification your account balance is still below $1,000, the Fund may close your account and send you the proceeds at the current NAV.

Class I Shares — If your Praxis Fund account falls below $100,000 for any reason, the Fund may ask you to increase your balance. If 45 days after notification your account balance is still below $100,000, the Fund may close your account and send you the proceeds at the current NAV.

Annual Account Fee

If the value of your Praxis Class A shares account falls below $5,000 for any reason, including market fluctuation, you may be subject to a $25 annual fee on each of your accounts you own that have a balance below $5,000. The annual account fee applies to both retirement and nonretirement accounts and may be assessed in all Praxis Funds, regardless of a Fund’s minimum investment amount.

Example: You own the Praxis Value Index Fund and the Praxis Impact Bond Fund. Each Fund has a balance of $2,500. Because both Funds have less than the required minimum balance, $25 will be deducted from both the Praxis Value Index Fund and Praxis Impact Bond Fund. Consolidating your investments from these two Funds into one Fund would allow you to reach the minimum whereby no annual fee would be charged. You can also avoid this annual fee by exchanging your Funds into the Genesis Portfolios (see below).

If the value of your Praxis Genesis Portfolio account falls below $1,000 for any reason, including market fluctuation, you may be subject to a $25 annual account fee on each Portfolio you own that has a balance below $1,000. The annual account fee applies to both retirement and nonretirement fund accounts and may be assessed on fund accounts in all Genesis Portfolios, regardless of a Fund’s minimum investment amount. The fee will be waived for Genesis Portfolios, regardless of the account balance, in the following circumstances:

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You register for online access by visiting www.praxismutualfunds.com and elect to receive statements, reports, and other materials electronically, so long as that election remains in effect;

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Accounts that are set up with an active monthly automatic investment plan, so long as that plan remains in effect;

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Accounts held in 403(b), SIMPLE IRA and SEP-IRA plans that have had a transaction within the 12 months prior to the annual fee being charged.

The fee is collected by redeeming fund shares in the amount of $25, is deducted from fund accounts in July each year and is used to contractually reduce the fee paid by the Funds to the Transfer Agent for its services.

Shares held through an omnibus account or wrap-fee program for which a Fund has waived investment minimums, accounts held through financial intermediaries, and accounts in the Everence Money Market are not subject to this fee. The Funds reserve the right to waive the annual account fee in certain situations at their discretion.

Lost Shareholders, Inactive Accounts and Unclaimed Property.

It is important that the Funds maintain a correct address for each investor. An incorrect address may cause an investor’s account statements and other mailings to be returned to the Funds. Based upon statutory requirements for returned mail, the Funds will attempt to locate the investor or rightful owner of the account. If the Funds are unable to locate the investor, they will determine whether the investor’s account can legally be considered abandoned. Your mutual fund account may be transferred to the state government of your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with federal and state statutory requirements. The shareholder’s last known address of record determines which state has jurisdiction. Please proactively contact the Transfer Agent toll-free at (800) 977-2947 at least annually to ensure your account remains in active status.

If you are a resident of the state of Texas, you may designate a representative to receive notifications that, due to inactivity, your mutual fund account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.

Shareholder Information

Market Timing and Excessive Trading

Market timing may interfere with the management of a Fund’s portfolio and result in increased costs. The Funds do not accommodate market timers. On behalf of the Funds, the Board of Trustees has adopted policies and procedures to discourage short term trading or to compensate the Funds for costs associated with it. If the Funds believe, in their sole discretion, that an investor is engaged in excessive short-term trading or is otherwise engaged in market timing activity, the Funds may, with or without prior notice to the investor, reject further purchase orders from that investor, and the Funds disclaim responsibility for any consequent losses that the investor may incur. The Funds’ response to any particular market timing activity will depend on the facts and circumstances of each case, such as the extent and duration of the market timing activity and the investor’s trading history in the Funds.

Risks Presented by Excessive Trading Practices

Parties engaged in market timing may use many techniques to seek to avoid detection. Despite the efforts of the Funds and their agents to prevent market timing, there is no guarantee that the Funds will be able to prevent all such practices. For example, the Funds receive purchase, exchange and redemption orders through financial intermediaries and cannot always reasonably detect market timing that may be facilitated by these intermediaries or by the use of omnibus account arrangements offered by these intermediaries to investors. Omnibus account arrangements typically aggregate the share ownership positions of multiple shareholders and often result in the Funds being unable to monitor the purchase, exchange and redemption activity of a particular shareholder. To the extent that the Funds and their agents are unable to curtail excessive trading practices in a Fund, those practices may interfere with the efficient management of the Fund’s investment portfolio, and may, for example, cause the Fund to maintain a higher cash balance than it otherwise would have maintained or to experience higher portfolio turnover than it otherwise would have experienced. This could hinder performance and lead to increased brokerage and administration costs. Those increased costs would be borne by Fund shareholders.

For a Fund that invests significantly in foreign securities traded on markets that may close prior to when the Fund determines its NAV, excessive trading by certain shareholders may cause dilution in the value of Fund shares held by other shareholders. Each Fund has procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what it determines to be the fair value of those securities at the time when the Fund determines its NAV, which are intended to mitigate this risk. To the extent that a Fund invests in securities that may trade infrequently, such as securities of smaller companies, it may be susceptible to market timing by investors who seek to exploit perceived price inefficiencies in the Fund’s investments. This is commonly referred to as price arbitrage. In addition, the market for securities of smaller companies may at times show market momentum, in which positive or negative performance may continue for a period of time for reasons unrelated to the fundamentals of the issuer. Certain investors may seek to capture this momentum by trading frequently in the Fund’s shares. Because securities of smaller companies may be less liquid than securities of larger companies, the Fund may be unable to purchase or sell investments at favorable prices in response to cash inflows or outflows caused by timing activity.

Redemption Fee

The Fund will charge a redemption fee of 2 percent of the total redemption amount if you sell or exchange your shares after holding them for less than 30 days subject to certain exceptions and limitations described below. The Funds use the first-in, first-out (FIFO) method to determine the 30-day holding period. The fee will be limited to the extent that any shares that are not subject to the fee (e.g., shares acquired via a dividend reinvestment) are sold or exchanged first. The Funds are intended for long term investment. The redemption fee is paid directly to the Fund and is intended to discourage short-term trading in Fund shares and to compensate the Fund for costs associated with short-term investment in the Fund. The longest-held shares in your account will be exchanged or redeemed first.

This fee does not apply to:

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Minimum required distributions from retirement plan accounts for shareholders age 70 1/2 and older. The maximum amount subject to this waiver is based only upon the shareholder’s Praxis retirement accounts.

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The return of an excess contribution or deferral amount from a retirement plan.

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Redemption for the reallocation of purchases received under a systematic investment plan for rebalancing purposes.

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Redemption by a discretionary platform for mutual fund wrap programs for rebalancing purposes.

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Redemption of shares to pay Fund or account fees.

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Shares acquired via dividend reinvestment.

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Shares held in retirement plans that are established as omnibus accounts or managed by a third-party administrator.

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Transfers and re-registrations of shares within the same Fund (including exchanges within the Funds).

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Shares sold through a systematic withdrawal plan, an automatic investment plan or non-discretionary rebalancing programs.

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Redemptions requested following the death or disability of the shareholder.

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Certain omnibus accounts where it is impractical to impose the fee.

Shareholder Information

Market Timing and Excessive Trading (continued)

The Funds reserve the right to modify these exceptions or to waive the redemption fee.

Restriction and Rejection of Purchase or Exchange Orders

The Funds reserve the right to restrict or reject, for any reason, and without any prior notice, any purchase or exchange order. The Funds reserve the right to delay, for up to one business day, the processing of exchange requests in the event that, in a Fund’s judgment, such delay would be in the Fund’s best interest, in which case, both the redemption and purchase will be processed at the conclusion of the delay period.

The Funds’ policy imposing redemption fees generally applies to all investors. In accordance with Rule 22c-2 under the 1940 Act, the Funds have entered into information sharing agreements with financial intermediaries that are authorized to submit orders in nominee name on behalf of other parties. Under these agreements, a financial intermediary is obligated to: (1) adopt and enforce during the term of the agreement, a market-timing policy, the terms of which are acceptable to the Funds; (2) furnish the Funds, upon their request, with information regarding customer trading activities in shares of any of the Funds; and (3) enforce its market-timing policy with respect to customers identified by the Funds as having engaged in market timing. When information regarding transactions in any of the Funds’ shares is requested by the Funds and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of any of the Funds on behalf of other persons.

Financial intermediaries maintaining omnibus accounts with a Fund may impose market timing policies that are more restrictive than the market timing policy adopted by the Board of Trustees. For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose penalties for transactions in excess of those limits. Financial intermediaries also may exempt certain types of transactions from these limitations. If you purchased your shares through a financial intermediary, you should read carefully any materials provided by the financial intermediary together with this prospectus to fully understand the market timing policies applicable to you.

Important Notice to Financial Intermediaries

The Funds require that you identify yourself if you are a financial intermediary that establishes omnibus accounts in the Funds for your customers. If you do not identify yourself and a Fund determines that you are a financial intermediary, the Fund has the right to refuse future purchases from you and will apply its Market Timing Policy to your account(s) or may close your account immediately and send you the proceeds computed at the current NAV.

Distribution Arrangements/Sales Charges

This section describes the sales charges and fees you will pay as an investor in the Praxis Class A shares and ways to qualify for reduced sales charges. This prospectus, which includes sales load breakpoint information, is available on the Funds’ website at www.praxismutualfunds.com. In addition, a description of such sales load breakpoints and ways to qualify for reduced sales charges is provided on the website.

Sales Charge (Load)	Front-end sales charge; reduced sales charges available.⁽¹⁾
Distribution and Service (12b-1) Fee	Subject to annual distribution and shareholder servicing fees of up to 0.50 percent of each Fund’s total assets.⁽²⁾

⁽¹⁾

You may incur a Contingent Deferred Sales Charge (CDSC) on shares redeemed within 2 years of a purchase of $1 million or more.

⁽²⁾

The Trustees have authorized the Funds to charge no more than 0.25 percent as a 12b-1 fee.

Shareholder Information

Calculation of Sales Charges

You may purchase Class A Shares at their public offering price which is equal to their NAV, plus a sales charge imposed at the time of purchase. Part of the money you invest will be used to pay the sales charge. The remainder is invested in Fund shares. The sales charge decreases with larger purchases. There is no sales charge on reinvested dividends and distributions. Because of rounding of the calculation in determining the sales charge, you may pay more or less than what is shown in the tables below.

The current sales charge rates for each of the Funds are as follows:

For the Impact Bond Fund

Your Investment	Sales Charge as a % of Offering Price	Sales Charge as a % of Your Net Investment	Dealer Allowance as a % of Offering Price
Less than $50,000	3.75%	3.90%	3.25%
$50,000 but less than $100,000	3.25%	3.36%	2.75%
$100,000 but less than $250,000	2.75%	2.83%	2.25%
$250,000 but less than $500,000	2.00%	2.04%	1.50%
$500,000 but less than $1,000,000	1.00%	1.01%	0.50%
$1,000,000 and above	0.00%	0.00%	See below

For the International Index Fund, the Value Index Fund, the Growth Index Fund, the Small Cap Index Fund, the Conservative Portfolio, the Balanced Portfolio, and the Growth Portfolio

Your Investment	Sales Charge as a % of Offering Price	Sales Charge as a % of Your Net Investment	Dealer Allowance as a % of Offering Price
Less than $50,000	5.25%	5.54%	4.75%
$50,000 but less than $100,000	4.00%	4.17%	3.50%
$100,000 but less than $250,000	3.00%	3.09%	2.50%
$250,000 but less than $500,000	2.00%	2.04%	1.50%
$500,000 but less than $1,000,000	1.50%	1.52%	1.00%
$1,000,000 and above	0.00%	0.00%	See below

Sales Charge Reductions

Reduced sales charges are available to shareholders with investments of $50,000 or more. You may qualify for reduced sales charges under the following circumstances:

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Rights of Accumulation (“ROA”). When the value of shares of any class you already own (excluding your Everence Money Market Account) plus the amount you invest reaches the amount needed to qualify for reduced sales charges, your added investment will qualify for the reduced sales charge. The value of the shares you already own is based on the current day’s NAV. You can include purchases by, and accounts owned by, family household members at the same address (spouse and children under the age of 21). You will need to provide written instructions with respect to accounts that should be aggregated under this ROA.

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Letter of Intent. You may combine share purchases of any Fund (excluding your Everence Money Market Account) and receive the same sales charge as if all shares had been purchased at once by signing a Letter of Intent (“LOI”). Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward the fulfillment of the LOI. Your accumulated holdings (as described and calculated under “Rights of Accumulation” above) are eligible to be aggregated as of the start of the 13-month period and will be credited toward satisfying the LOI. Shares equal to 5 percent of the amount of the LOI will be held in escrow during the 13-month period. If, at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained from the redemption of the escrowed shares. Any remaining escrowed shares will be released to you.

If you establish an LOI with the Praxis Mutual Funds you can aggregate your accounts as well as the accounts of your immediate family members at the same address (spouse and children under the age of 21). You will need to provide written instructions with respect to the other accounts whose purchases should be considered in fulfillment of the LOI.

Your first purchase of shares at a reduced sales charge under a LOI indicates acceptance of these terms.

To obtain such discounts, it is necessary at the time of purchase for a shareholder to inform the Fund or financial intermediary of the existence of other accounts in which there are holdings eligible to be aggregated to meet these sales load breakpoints. If you do not inform the Fund that you are eligible for a discount, you may not receive a reduced sales charge to which you are entitled.

Shareholder Information

In addition to the breakpoint discount methods described above, the Funds reserve the right to reduce or waive sales charges under certain circumstances and for certain categories of investors or to modify these waivers at any time.

403(b), SIMPLE IRA and SEP IRA

Participant accounts in a 403(b), SIMPLE individual retirement account (“IRA”) or a SEP IRA plan are eligible to aggregate assets at the plan level to qualify for reduced Class A sales charges, provided that a group discount is requested. If a group discount is requested, assets in the 403(b), SIMPLE IRA and SEP IRA plan cannot also be used by participants to qualify for reduced sales charges in their individual accounts.

Sales Charge Waivers

The following qualify for waivers of front-end sales charges:

1.	Current or retired Trustees of the Funds, officers, directors, employees and retired employees of the Adviser or any Sub-Adviser and the Adviser’s or any Sub-Adviser’s affiliates, and spouses and children under the age of 21 of each of the foregoing;

2.	Employees or registered representatives (and their spouses and children under the age of 21, and their employed staff) of financial institutions or broker-dealers having agreements to sell Shares of the Funds;

3.	All Everence Capital Management, Mennonite Foundation and Everence Trust Company investment advisory accounts and other affiliates of the Adviser;

Clients of financial intermediaries who (1) charge a management, consulting or other fee for their services; or (2) have entered into an agreement with the principal underwriter to offer Class A shares through a load-waived network or platform, or self-directed brokerage accounts that may or may not charge transaction fees to customers, and clients of such investment advisers or financial planners who place trades for their own accounts if the accounts are linked to the master account of such investment adviser or financial planner on the books and records of the broker or agent”;

5.	Employee benefit or retirement plans, other than employee benefit or retirement plans that purchase Class A Shares through brokerage relationships in which sales charges are customarily imposed;

Purchases through a broker-dealer or other financial intermediaries maintaining an omnibus account with the Funds, provided purchases are made by (a) registered investment advisers; or (b) retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to, those defined in Section 401, 403(b) or 457 of the Internal Revenue Code and “rabbi trusts”;

7.	Direct purchases of Class A shares by accounts where no financial intermediary is specified;

Class A shareholders who make a permitted direct transfer or rollover to a Praxis IRA from an employer-sponsored retirement plan previously invested in Praxis funds (applicable only to the portion previously invested in Praxis funds), provided that sufficient documentation is provided to the transfer agent of such transfer or rollover at the time of the account opening.

9.	Purchases through a systematic reinvestment of capital gains and dividend distributions from other Praxis Funds.

Shareholders must notify the Funds either directly or through their broker-dealers AT THE TIME OF PURCHASE that they are entitled to a waiver of the sales charge. The waiver will be granted subject to confirmation of the investor’s situation. Sales load waivers do not apply to any fees imposed on redemptions or exchanges. Please see the sections entitled “Selling Your Shares” and “Market Timing and Excessive Trading” for more information.

A financial intermediary may not, in accordance with its policies and procedures, offer one or more of the waiver categories described above and shareholders should consult their financial intermediary for more information. The Funds may eliminate, modify or add to the terms of these sales charge waivers at any time without providing advance notice to shareholders.

The Distributor may provide additional compensation to securities dealers in an amount up to 0.50 percent of the offering price of shares, as applicable, of the Funds for individual sales of $1 million or above.

Application of CDSC

For purchases into the Class A shares of $1 million or more and purchases into accounts with a value of more than $1 million, regardless of amount, there is no initial sales charge. However, a Contingent Deferred Sales Charge (CDSC) of 0.50 percent will be charged on these shares if redeemed in the first year after purchase, and 0.25 percent if redeemed in the second year after purchase.

The CDSC for Class A shares is calculated based upon the original purchase cost or the current market value of the shares being sold, whichever is less. Because of rounding of the calculation in determining the CDSC, you may pay more or less than the indicated rate. Your CDSC holding period is based upon the anniversary of your purchase.

To keep your CDSC as low as possible, each time you request to sell shares we will first sell any shares in your account that carry no CDSC. If there are not enough of these to meet your request, we will sell those shares that have been held the longest. There is no CDSC on shares acquired through reinvestment of dividends or capital gain distributions. However, any period of time you held shares in the Everence Money Market Account will not be counted for purposes of calculating the CDSC.

Shareholder Information

The CDSC for Class A shares is generally waived in the following cases:

Shares sold following the death or disability of a Shareholder. A Shareholder will be treated as disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite duration. The Shareholder must furnish proof of disability to the Funds;

2.	To the extent the redemption represents a minimum required distribution from an Individual Retirement Account or other retirement plan;

3.	To the extent the redemption is involuntary;

4.	For redemptions where the Shareholder withdraws no more than 12 percent of the account value annually using the Systematic Withdrawal Plan feature, subject to the limitation set forth under “Systematic Withdrawal Plan”, above;

5.	Redemptions from 403(b), SIMPLE IRA or SEP IRA plans where assets are aggregated to qualify for reduced sales charges.

Shareholders must notify the Funds directly, AT THE TIME OF REDEMPTION, that they are entitled to a waiver of the CDSC. The waiver will be granted subject to confirmation of the investor’s situation.

The Adviser, at its own expense and from its own legitimate profits, may provide compensation to dealers in connection with sales of Shares of a Fund. Shares sold subject to the waiver of the sales charges are not eligible for the payment of such compensation.

Additional Payments to Financial Intermediaries

The Adviser and/or its affiliates may pay out of their own assets and legitimate profits compensation to broker-dealers and other persons for the sale and distribution and/or for the servicing of shares of the Funds. This compensation consists of payments over and above the sales charges (and any applicable Rule 12b-1 fees) and service fees paid by the Funds. This compensation may be made to supplement commissions re-allowed to dealers and may take the form of incentives for health benefits and deferred compensation. To earn incentives, the Adviser may combine Fund sales with sales of other products offered by the Adviser and/or its affiliates, including insurance products. In addition, the Adviser may make payments, in the form of intra-company payments, out of its own assets and legitimate profits and at no additional cost to the Funds or shareholders, to its affiliates in consideration of the assets invested in the Funds through that affiliate or ongoing shareholder services provided by that affiliate to shareholders.

The Adviser may also pay additional concessions, including de minimis non-cash promotional incentives, such as de minimis merchandise or trips, to broker/dealers employing registered representatives who have sold or are expected to sell a minimum dollar amount of shares of the Fund.

Reinstatement Privilege

You may, within 90 days of redemption, reinvest all or part of your sale proceeds by sending a written request and a check to the Fund. If the redemption proceeds were from the sale of your Praxis Fund shares, you can reinvest into shares of any Praxis Fund Class A with the same registration at the NAV next calculated after the Fund receives your request.

Distribution and Service (12b-1) Fees

Class A Shares incur 12b-1 fees. 12b-1 fees compensate the Distributor and other dealers and investment representatives for services and expenses relating to the sale and distribution of the Funds’ shares and/or for providing shareholder services. 12b-1 fees are paid from Fund assets on an on-going basis and may increase the cost of your investment. See “Fees and Expenses” tables for the Funds for additional information.

The Rule 12b-1 Plan authorizes Class A shares to pay a 12b-1 fee of up to 0.50 percent of the average daily net assets of the applicable Fund, although the Board of Trustees has currently authorized payments not to exceed 0.25 percent. The Distributor may use up to 0.25 percent of the 12b-1 fee for shareholder servicing and for distribution.

Long-term shareholders may pay indirectly more than the equivalent of the maximum permitted front-end sales charge due to the recurring nature of 12b-1 distribution and service fees.

Exchanging Your Shares

Instructions for Exchanging Shares

You can exchange your shares in one Fund for the same class shares of another Fund, or into or from the Everence Money Market Account (for more information regarding the Everence Money Market Account see section entitled “Purchasing and Adding to Your Shares”), usually without paying additional sales charges (see “Notes on Exchanges” below), subject to eligibility requirements. Additionally, you can exchange your Class A shares of a particular fund for Class I shares of the same fund at relative net asset value, subject to the requirement as to minimum amount. These exchanges are not subject to a redemption fee. Please see the section entitled “Market Timing and Excessive Trading” and the heading regarding “Redemption Fee”.

Shareholder Information

You must meet the minimum investment requirements for the Fund into which you are exchanging. Exchanges from one Fund to another generally are taxable. Exchanges may be made by sending a written request to Praxis Mutual Funds, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701, or by calling (800) 977-2947.

Please provide the following information:

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Your name and telephone number

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The exact name on your account

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Taxpayer Identification Number (usually your Social Security Number)

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Dollar value or number of shares to be exchanged

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The name of the Fund from which the exchange is to be made, the Fund number, and the account number

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The name of the Fund and the Fund number into which the exchange is being made. If this is an existing account, please provide the account number.

See “Selling your Shares” for important information about telephone transactions.

Notes on Exchanges

The registration and Tax Identification Numbers of the two accounts must be identical. The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.

If you enter the Praxis Funds via the Everence Money Market Account and subsequently exchange to any Class A Fund, we will assess the sales charge that applies to the Fund. The Fund will charge a redemption fee of 2 percent if you exchange your shares after holding them for less than 30 days, subject to certain exceptions and limitations as described above. Be sure to read carefully the prospectus of any Fund into which you wish to exchange shares.

Electronic Delivery of Prospectuses and Shareholder Reports

You may request electronic delivery of Fund prospectuses and annual and semi-annual reports by calling the Funds at (800) 977-2947 or enrolling online at www.praxismutualfunds.com.

Combined General Mailings (Householding)

Multiple accounts held directly with Praxis that have the same Social Security Number will receive one mailing per household of information such as prospectuses, semi-annual and annual reports. Call Praxis at (800) 977-2947 to request further grouping of accounts to receive fewer mailings, or to request that each account still receive a separate mailing.

Directed Dividends

A shareholder with an account having a current market value of at least $5,000 may elect to have all income dividends and capital gains distributions from a Fund reinvested in one of the other Funds (provided the other Fund is maintained at its minimum required balance). The entire directed dividend (100 percent) must be reinvested into the other Fund if this option is chosen. This option is available only to the same shareholder involving Funds with the same shareholder registration.

The Directed Dividend Option may be modified or terminated by the Funds at any time after notice to the participating shareholders. Participation in the Directed Dividend Option may be terminated or changed by the shareholder at any time by writing the Funds.

Automatic Voluntary Charitable Contributions to the Everence Foundation

The Everence Foundation, an affiliate of Everence, was organized as a not-for-profit, public foundation in 1952 and received 501(c)(3) tax status in 1953. The Foundation’s primary purposes are to facilitate the missions of church institutions through a wide range of planned giving and asset management services, and to provide stewardship education seminars in church and other settings.

In keeping with the Stewardship Investing objectives of the Funds, Fund shareholders may elect to make automatic, voluntary contributions of all or a percentage of their income dividends and/or capital gains to the Foundation. To make such an election, shareholders must elect to receive income dividends and/or capital gain distributions in cash.

Shareholders may indicate their desire to contribute by completing the appropriate section of the account application regarding dividend elections. To qualify for the automatic charitable contributions plan, shareholders are required to maintain a minimum balance of $10,000 in the account from which voluntary contributions are made.

The Foundation will manage contributions received from shareholders in the Foundation’s “Donor Advised Fund”, under current operating procedures. A shareholder may advise the Foundation, with respect to their contributions, as to the recipient of their donation and the possible timing and amounts of distributions. The Donor Advised Fund has a minimum distribution amount of $100 and requires a minimum balance of $1,000 at all times. The Foundation retains legal and equitable control of the Donor Advised Fund and follows a published list of guidelines when determining whether to make a distribution. Shareholders with an account balance under $10,000 may also participate in The Mennonite Foundation Donor Advised Fund by making contributions directly to the Foundation.

Shareholder Information

Contributions to the Foundation are charitable contributions and, subject to tax law limitations, are tax-deductible as an itemized deduction on the tax return of the contributor. Shareholders who contribute to the Foundation will receive an annual report of Foundation activities during the year.

The directors of the Foundation serve in a voluntary capacity and are not paid directly or indirectly for their service to the Foundation, except for expenses associated with directors’ meetings. The Foundation and the Adviser have certain officers in common. In addition, certain officers of the Foundation also serve on the Board of Directors for the Adviser.

You may obtain additional information, including the operating procedures of the Donor Advised Fund, by writing to The Everence Foundation, 1110 N. Main Street, Goshen, Indiana, 46528.

Charitable Gift Option

The charitable gift option allows certain shareholders of the Funds to designate all or any portion of their accounts to automatically be transferred to a church or charitable organization at the death of the shareholder. To participate in the charitable gift option, shareholders should call (800) 977-2947 for more information and to receive the necessary enrollment forms. For a shareholder to change the charitable gift option instructions or to discontinue the feature, a written request must be sent to the Funds. It shall be the responsibility of the shareholder to ascertain the tax-exempt qualification of a receiving organization. Neither the Funds, the Adviser, nor the Distributor will verify the qualifications of any receiving organizations or issue any charitable receipts. An investor should consult with his or her own tax counsel and estate planner as to the availability and tax and probate consequences of this feature of the Funds under applicable state or federal law.

Dividends, Distributions and Taxes

Any income a Fund receives is paid out, less expenses, in the form of dividends to its shareholders. Income dividends on the International Index Fund, the Value Index Fund, the Growth Index Fund and the Small Cap Index Fund are usually paid annually. Income dividends on the Impact Bond Fund are usually paid monthly. To the extent the Genesis Portfolios invest in the International Index Fund, the Value Index Fund, the Growth Index Fund and the Small Cap Index Fund and receive dividends, they will be paid annually. To the extent the Genesis Portfolios invest in the Impact Bond Fund and receive dividends, they will be paid monthly. Capital gains, if any, for all Funds are distributed at least annually.

A redemption or exchange of shares is considered a sale, and capital gains from any sale or exchange may be subject to applicable taxes. Generally, any such capital gains will be long-term or short-term depending on whether the holding period for the shares exceeds one year, except that any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividends that were received on the shares. Additionally, any loss realized on a sale or exchange of shares of a Fund may be disallowed under the “wash sale” rules to the extent the shares disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

The Funds (or their administrative agents) are required to report to the IRS and furnish to shareholders the cost basis information for sale transactions of shares purchased on or after January 1, 2012. Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, first-in, first-out or some other specific identification method. Unless you instruct otherwise, the Funds will use average cost as their default cost basis method. Shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation. Shareholders that hold their shares through a financial intermediary should contact such financial intermediary with respect to reporting of cost basis and available elections for their accounts.

FUND MANAGEMENT

Dividends, Distributions and Taxes (continued)

Dividends and other distributions are treated in the same manner for federal income tax purposes whether you receive them in cash or in additional shares. Dividends generally are taxable as ordinary income. Distributions designated by a Fund as long-term capital gain distributions will be taxable to you at your long-term capital gains rate, regardless of how long you have held your Fund shares.

If you are an individual investor, a portion of the dividends you receive from a Fund may be treated as “qualified dividend income” which is taxable to individuals at the same rates that are applicable to long-term capital gains. A Fund distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met. Fund distributions generally will not qualify as qualified dividend income to the extent attributable to interest, capital gains, REIT distributions and, in many cases, distributions from non-U.S. corporations.

If a portion of a Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by the Fund may be eligible for the dividends-received deduction for corporate shareholders.

An additional 3.8 percent Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

A distribution will be treated as paid to you on December 31 of the current calendar year if it is declared by a Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year.

If more than 50 percent of the value of a Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50 percent of the value of a Fund’s total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, that Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by that fund. If that Fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, its pro rata share of the foreign taxes paid or deemed paid by that fund, but would be treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various limitations) as a foreign tax credit against federal income tax (but not both). It is expected that, in certain years, the International Index Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by the International Index Fund.

You will be notified no later than February each year about the federal tax status of distributions made by the Fund. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes, including withholding taxes.

Foreign shareholders will generally be subject to U.S. withholding tax with respect to dividends received from a Fund and may be subject to U.S. estate tax with respect to their shares of a Fund. There is a penalty on certain pre-retirement distributions from retirement accounts.

This tax discussion is meant only as a general summary. Because each investor’s tax situation is unique, you should consult your tax adviser about the particular consequences to you of investing in the Funds.

The Investment Adviser

Everence Capital Management, Inc. (“Everence” or the “Adviser”), 1110 North Main Street, Goshen, Indiana 46528, is the investment adviser for the Funds. It is a separate corporate entity owned by Everence Holdings, Inc., and is a registered investment adviser with the Securities and Exchange Commission (“SEC”). As of December 31, 2019, the Adviser had $1.59 billion in assets under management solely through management of the Praxis Mutual Funds.

The Adviser has retained Aperio Group, LLC (“Aperio”) as the investment sub-adviser to the International Index Fund (Aperio may be referred to as “Sub-Adviser”). The main offices of Aperio are located at Three Harbor Drive, Suite 315, Sausalito, CA 94965. As of December 31, 2019 Aperio had approximately $____in assets under management, of which approximately $____is attributed to the International Index Fund.

Praxis Mutual Funds

The Adviser makes the day-to-day investment decisions for the Impact Bond Fund, the Value Index Fund, the Growth Index Fund, and the Small Cap Index Fund and oversees the Sub-Adviser’s daily investment of the assets for the International Index Fund. In addition, the Adviser continuously reviews, supervises and administers each Fund’s investment program, and is responsible for directing the Stewardship Investing aspects of each Fund’s program. For these advisory services, the Funds paid the following management fees (including waivers and recoupment) during the fiscal year ended December 31, 2019:

	Percentage of average net assets
Impact Bond Fund	0.40%
International Index Fund	0.55%
Value Index Fund	0.30%
Growth Index Fund	0.30%
Small Cap Index Fund	0.27%*

Contractual fees (as a percentage of average daily net assets) were 0.30 percent for the Small Cap Index Fund. The Fund has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to applicable expense limitation agreements that were in effect throughout the full fiscal year. Pursuant to the applicable agreement, during the fiscal year ended December 31, 2019, the Adviser waived or reimbursed $____in respect to the Small Cap Index Fund. A Fund’s obligation to repay deferred fees accrued in any fiscal year shall expire three years after the end of such fiscal year.

FUND MANAGEMENT

Genesis Portfolios

The Adviser makes the day-to-day asset allocation and investment decisions for the Genesis Portfolios. In addition, the Adviser continuously reviews, supervises and administers each Portfolio’s investment program, and is responsible for directing the Stewardship Investing aspects of each Portfolio’s program. For these advisory services, the Genesis Portfolios paid the following management fees (including waivers and recoupment) during the fiscal year ended December 31, 2019:

	Percentage of average net assets
Conservative Portfolio	0.02%*
Balanced Portfolio	0.05%
Growth Portfolio	0.05%

Contractual fees (as a percentage of average daily net assets) were 0.05 percent for the Conservative Portfolio, 0.05 percent for the Balanced Portfolio and 0.05 percent for the Growth Portfolio. Each Portfolio has agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to the expense limitation agreement, provided that such repayment does not cause the Total Annual Fund Operating Expenses of the Portfolio to exceed the limits noted above in the “Fees and Expenses” section for each of the Portfolios. Pursuant to that agreement, during the fiscal year ended December 31, 2019, $__________ in fees were waived by the Adviser in respect to the Conservative Portfolio. A Portfolio’s obligation to repay deferred fees accrued in any fiscal year shall expire three years after the end of such fiscal year.

In addition to these fees, the Adviser receives advisory fees for managing the underlying Praxis Funds, a portion of which are paid indirectly by the Genesis Portfolios.

A discussion regarding the basis for the Board of Trustees approving the Investment Advisory Agreement between the Funds and the Adviser and the Sub-Investment Advisory Agreements between the Adviser and the Sub-Adviser is available in the Funds’ annual report to shareholders for the period ending December 31, 2019.

FUND MANAGEMENT

Portfolio Managers

The following individuals serve as portfolio managers for the Funds and are primarily responsible for the daily investment of the assets of the Funds:

Impact Bond Fund

Benjamin Bailey, CFA^® — Benjamin Bailey joined Everence in 2000. He was named co-portfolio manager of the Impact Bond Fund in March 2005 and, prior to that time, served as assistant portfolio manager for the Fund since 2002. He began his investment career at Everence working as an investment services support assistant and then as a fixed income research analyst. Mr. Bailey received his Bachelor’s degree in business-economics from Huntington College (Ind.) in 2000. He is a CFA^® charterholder.

Chris Woods, CFA^® — Chris Woods was named co-portfolio manager of the Impact Bond Fund as of May 1, 2018. He began his investment career with Everence in 2017. He received a Bachelor’s degree in Finance from The Ohio State University. Mr. Woods has over 30 years of fixed income investment experience. He is a CFA^® charterholder.

International Index Fund

Ran Leshem — Ran Leshem was named chief investment officer of Aperio Group in 2014 and previously served as head of portfolio management and operations since 2009. He joined Aperio in 2006 as an assistant portfolio manager and became a portfolio manager in 2008. Prior to joining Aperio, Mr. Leshem was manager of operating strategy at the GAP, Inc. He has extensive expertise in applying quantitative techniques and information technology to operational problems. Mr. Leshem received a Bachelor’s degree in Mathematics from the University of Waterloo, Canada, where he received the Hewlett Packard Award for academic excellence, and his Masters in Business Administration from University of California, Berkeley.

Michael Branch, CFA^® — Michael Branch is a Senior Portfolio Manager and Manager of Portfolio Research at Aperio. He is responsible for leading the research efforts that support the implementation and enhancement of existing strategies as well as new strategy development. He received his Bachelor’s degree in Finance from the University of Arizona. He holds the Chartered Financial Analyst designation and is a member of the CFA Society of San Francisco.

Annie Tan — Annie Tan has been a portfolio manager at Aperio since October 2013, where she supervises and manages Aperio’s ESG/SRI portfolio management efforts. She also provides analytical support in the research, portfolio management, and trading of client portfolios. Prior to joining Aperio, Annie was an Investment Analyst at Dragon Financial Group in 2013. She received her Bachelor’s degree in Economics from the University of California, Davis and her MS in Financial Analysis from the University of San Francisco.

Value Index Fund, Growth Index Fund and Small Cap Index Fund

Dale Snyder, CFA^® — Dale Snyder has been a portfolio manager of the Value Index Fund and Growth Index Fund since June 17, 2013 and the portfolio manager of the Small Cap Index Fund since January 1, 2017. He joined Everence in 1999 as an equity analyst and has held other investment roles since that time. Mr. Snyder holds a Bachelor’s degree in Business (minor in Economics) from Goshen (Ind.) College and a Masters in Business Administration from Indiana University. He is a CFA^®charterholder.

Conservative Portfolio, Balanced Portfolio and Growth Portfolio

Benjamin Bailey, CFA^® — Benjamin Bailey joined Everence in 2000. He was named co-portfolio manager of each of the Portfolios since June 17, 2013. In addition, Mr. Bailey has been a portfolio manager of the Praxis Impact Bond Fund since March 2005. Prior to that time, Mr. Bailey served as assistant portfolio manager for the Praxis Intermediate Fund since 2002, and began his investment career at Everence working as an investment services support assistant and then as a fixed income research analyst. Mr. Bailey received his Bachelor’s degree in business-economics from Huntington College (Ind.) in 2000. He is a CFA^® charterholder.

The SAI has more detailed information about the Adviser, Aperio and other service providers, as well as additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the applicable Fund.

ADDITIONAL INDEX INFORMATION

The “S&P 500 Index”, “S&P 500 Value Index”, “S&P Growth Index” and the and the “S&P Small Cap 600 Index” are each a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and Standard & Poor’s^®, S&P^® and S&P 500^®, and has been licensed for use by Everence Financial. Standard & Poor’s^® and S&P^® and S&P 500^® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). Standard & Poor’s^®, S&P^® and S&P 500^® is a trademark of Standard & Poor’s^®, S&P^®and S&P 500^®. trademarks have been licensed to SPDJI and have been sublicensed for use for certain purposes by Everence Financial. Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”) or Standard & Poor’s^®, S&P^® and S&P 500^®. Neither S&P Dow Jones Indices nor Standard & Poor’s^®, S&P^® and S&P 500^® make any representation or warranty, express or implied, to the owners of the Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund or any member of the public regarding the advisability of investing in securities generally or in the Praxis Growth Index Fund, Praxis Value Index Fund or the Praxis Small Cap Index Fund particularly or the ability of the S&P 500 Index, S&P 500 Value Index, S&P Growth Index, or S&P Small Cap 600 Index to track general market performance. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^® and S&P 500^® only relationship to Everence Financial with respect to the S&P 500 Index, S&P 500 Value Index, S&P Growth Index or S&P SmallCap 600 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index, S&P 500 Value Index, S&P Growth Index, and S&P Small Cap 600 Index are each determined, composed and calculated by S&P Dow Jones Indices or Standard & Poor’s^®, S&P^®and S&P 500^® without regard to Everence Financial or the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^®and S&P 500^® have no obligation to take the needs of Everence Financial or the owners of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund into consideration in determining, composing or calculating the S&P 500 Index, S&P 500 Value Index, S&P Growth Index, or S&P SmallCap 600 Index. Neither S&P Dow Jones Indices nor Standard & Poor’s^®, S&P^® and S&P 500^® are responsible for and have not participated in the determination of the prices, and amount of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund or the timing of the issuance or sale of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund or in the determination or calculation of the equation by which the Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^® and S&P 500^®have no obligation or liability in connection with the administration, marketing or trading of the Praxis Growth Index Fund, Praxis Value Index Fund or Praxis Small Cap Index Fund. There is no assurance that investment products based on the S&P 500 Index or S&P 500 Value Index will accurately track index performance or provide positive investment returns.

FUND MANAGEMENT

S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

NEITHER S&P DOW JONES INDICES NOR STANDARD & POOR’S^®, S&P^® AND S&P 500^® GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX, S&P 500 VALUE INDEX, S&P GROWTH INDEX, S&P SMALLCAP 600 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES AND STANDARD & POOR’S^®, S&P^® AND S&P 500^® SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES AND STANDARD & POOR’S^®, S&P^®AND S&P 500^® MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY EVERENCE FINANCIAL, OWNERS OF THE PRAXIS GROWTH INDEX FUND, PRAXIS VALUE INDEX FUND, OR PRAXIS SMALL CAP INDEX FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX, S&P 500 VALUE INDEX, S&P GROWTH INDEX, OR S&P SMALLCAP 600 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES OR STANDARD & POOR’S^®, S&P^®AND S&P 500^® BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND EVERENCE FINANCIAL, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

The Distributor and Administrator

Foreside Financial Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04104, is the Funds’ distributor. Foreside Management Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04104, is the Funds’ administrator.

Financial Highlights

INTRODUCTION

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five years (or shorter periods, as applicable). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned on an investment in a Fund assuming the reinvestment of all dividends and distributions. This information has been derived from financial statements audited by Cohen & Company, Ltd. Information in fiscal years prior to December 31, 2017 was audited by the Funds’ former independent registered public accounting firm. The report of _______________ along with each Fund’s financial statements, are included in the annual report of the Funds, which is available upon request.

Financial Highlights

Praxis Impact Bond Fund — Class A

To Be Provided

Praxis Impact Bond Fund — Class I

To Be Provided

Praxis International Index Fund — Class A

To Be Provided

Praxis International Index Fund — Class I

To Be Provided

Praxis Value Index Fund — Class A

To Be Provided

Praxis Value Index Fund — Class I

To Be Provided

Praxis Growth Index Fund — Class A

To Be Provided

Praxis Growth Index Fund — Class I

To Be Provided

Praxis Small Cap Index Fund — Class A

To Be Provided

Praxis Small Cap Index Fund — Class I

To Be Provided

Praxis Genesis Conservative Portfolio — Class A

To Be Provided

Praxis Genesis Balanced Portfolio — Class A

To Be Provided

Praxis Genesis Growth Portfolio — Class A

To Be Provided

Praxis Mutual Funds

Notice of Privacy Policy and Practices

Praxis Mutual Funds recognizes and respects the privacy concerns and expectations of our shareholders. We are committed to maintaining the privacy and confidentiality of your personal information. We provide this notice so that you will understand the nature of information we collect and the circumstances in which that information may be disclosed to third parties.

We collect nonpublic personal information about our customers from the following sources⁽¹⁾:

●

Account applications and other forms — which may include a customer’s name, address, Social Security Number and information about a customer’s investment goals and risk tolerance;

●

Account history — including information about the transactions and balances in a customer’s account(s); and

●

Correspondence — written, telephonic or electronic between a customer and Praxis Mutual Funds or service providers to Praxis Mutual Funds.

We may disclose all of the information described above to certain third parties who are affiliated with Praxis Mutual Funds under one or more of these circumstances:

●

As authorized — if you request or authorize the disclosure of the information.

●

As permitted by law — for example sharing information with companies who maintain or service customer accounts for Praxis Mutual Funds is essential for us to provide shareholders with necessary or useful services with respect to their accounts.

●

Under joint agreement — we may also share information with companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements.

We require Praxis Mutual Funds service providers to maintain:

●

policies and procedures designed to assure only appropriate access to, and use of information about customers of Praxis Mutual Funds; and

●

physical, electronic and procedural safeguards that comply with federal standards to guard nonpublic personal information of customers of Praxis Mutual Funds.

We will adhere to the policies and procedures described in this notice regardless of whether you are a current or former shareholder of Praxis Mutual Funds.

(1)

For purposes of this notice, the terms “customer” or “customers” include individuals who provide nonpublic personal information to Praxis Mutual Funds, even if they do not invest in Praxis Mutual Fund shares.

For more information about the Funds, the following documents are available free upon request:

Annual/Semi-Annual Reports:

The Funds’ annual and semi-annual reports to shareholders contain additional information on each Fund’s investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year.

Statement of Additional Information (SAI):

The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and is legally considered a part of this prospectus.

You can get free copies of Annual Reports, Semi-Annual Reports and the SAI, or request other information and discuss your questions about the funds, by contacting the broker that sells the Funds, or by contacting the Funds at:

Praxis Mutual Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

Telephone: 1-800-977-2947

Internet: http://www.praxismutualfunds.com⁽¹⁾

You can review and get copies of the Funds’ reports and SAI at the Public Reference Room of the Securities and Exchange Commission (“the Commission”). You can get text-only copies:

●

For a duplicating fee, by writing the Public Reference Section of the Commission, Washington, DC 20549-1520 or calling (202) 551-8090, or by electronic request, by e-mailing the SEC at the following address: publicinfo@sec.gov.

●

Free on the EDGAR Database on the Commission’s website at http://www.sec.gov.

⁽¹⁾

The Funds’ website is not a part of this prospectus.

Investment Company Act file no. 811-08056

Statement of Additional Information

Dated April 30, 2020 for:

Praxis Impact Bond Fund Class A (MIIAX) and Class I (MIIIX)

Praxis International Index Fund Class A (MPLAX) and Class I (MPLIX)

Praxis Value Index Fund Class A (MVIAX) and Class I (MVIIX)

Praxis Growth Index Fund Class A (MGNDX) and Class I (MMDEX)

Praxis Small Cap Index Fund Class A (MMSCX) and Class I (MMSIX)

Praxis Genesis Conservative Portfolio Class A (MCONX)

Praxis Genesis Balanced Portfolio Class A (MBAPX)

Praxis Genesis Growth Portfolio Class A (MGAFX)

Each a separate Investment Portfolio of the Praxis Mutual Funds

This Statement of Additional Information (“SAI”) is not a prospectus, but should be read in conjunction with the most current prospectus for the Praxis Impact Bond Fund, Praxis International Index Fund, Praxis Value Index Fund, Praxis Growth Index Fund, Praxis Small Cap Index Fund, Praxis Genesis Conservative Portfolio, Praxis Genesis Balanced Portfolio, and Praxis Genesis Growth Portfolio, dated April 29, 2020, as amended or supplemented from time to time, (the “Prospectus”). Praxis Impact Bond Fund, Praxis International Index Fund, Praxis Value Index Fund, Praxis Growth Index Fund, Praxis Small Cap Index Fund, Praxis Genesis Conservative Portfolio, Praxis Genesis Balanced Portfolio and Praxis Genesis Growth Portfolio are hereinafter referred to individually as a “Fund” or the “Impact Bond Fund,” “International Index Fund,” “Value Index Fund,” “Growth Index Fund,” “Small Cap Index Fund,” “Genesis Conservative Portfolio,” “Genesis Balanced Portfolio,” and “Genesis Growth Portfolio,” respectively, and are hereinafter referred to collectively as the “Funds.” Genesis Conservative Portfolio, Genesis Balanced Portfolio and Genesis Growth Portfolio are referred to hereinafter collectively as the “Genesis Portfolios.” The Funds are separate investment portfolios of Praxis Mutual Funds (the “Company”), an open-end management investment company that currently consists of 8 separate investment portfolios. This SAI is incorporated in its entirety into the Prospectus. Copies of the Prospectus may be obtained by writing the Funds c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, or by telephoning toll free (800) 977-2947.

TABLE OF CONTENTS

	Page
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS	1
Additional Information about Portfolio Instruments	1
Investments by the Genesis Portfolios	10
Investment Restrictions	10
Portfolio Turnover	12
Disclosure of Portfolio Holdings Policy	13
NET ASSET VALUE	13
ADDITIONAL REDEMPTION INFORMATION	14
Matters Affecting Redemption	14
MANAGEMENT OF THE COMPANY	15
Trustees and Officers	15
Investment Adviser	19
Portfolio Managers	21
Business Manager and Administrator	25
Administration Fees	25
Transfer Agent	26
Distributor	26
Custodian	29
Independent Registered Public Accounting Firm	30
Legal Counsel	30
ADDITIONAL INFORMATION	30
Description of Shares	30
Vote of a Majority of the Outstanding Shares	30
Proxy Voting Policies and Procedures	30
Additional Tax Information	31
Principal Shareholders	36
Miscellaneous	36
FINANCIAL STATEMENTS	37
ADDITIONAL INDEX INFORMATION	38
APPENDIX A	A-1

STATEMENT OF ADDITIONAL INFORMATION

PRAXIS MUTUAL FUNDS

Praxis Mutual Funds (the “Company”) is an open-end management investment company which currently offers 8 separate investment portfolios (each a “Fund” and collectively, the “Funds”). Each Fund is a diversified portfolio of the Company. Much of the information contained in this SAI expands upon subjects discussed in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus. No investment in shares of a Fund (“Shares”) should be made without first reading the Prospectus.

INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS

Additional Information about Portfolio Instruments

The following discussion supplements the disclosure about the investment objectives, policies and risk factors of the Funds, other than the Genesis Portfolios, as set forth in the Prospectus. Each of these policies and restrictions will be applied subject to all applicable investment objectives, policies and restrictions contained in the Prospectus, including the social responsibility criteria set forth in the Prospectus. Information about the investment policies and restrictions of the Genesis Portfolios is in the section, “Investments by the Genesis Portfolios.” Throughout this section, except as otherwise indicated, “Adviser” refers to the applicable Sub-Adviser for the International Index.

Bank Obligations. The Funds may invest in bank obligations such as bankers’ acceptances, certificates of deposit and time deposits.

Bankers’ acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Bankers’ acceptances invested in by the Funds will be those guaranteed by domestic and foreign banks having, at the time of investment, capital, surplus and undivided profits in excess of $100,000,000 (as of the date of their most recently published financial statements).

Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return. Certificates of deposit and time deposits will be those of domestic and foreign banks and savings and loan associations, if (a) at the time of investment the depository institution has capital, surplus and undivided profits in excess of $100,000,000 (as of the date of its most recently published financial statements), or (b) the principal amount of the instrument is insured in full by the Federal Deposit Insurance Corporation (“FDIC”).

Commercial Paper. Commercial paper consists of unsecured promissory notes issued by corporations. Issues of commercial paper normally have maturities of less than nine months and fixed rates of return.

The Funds may purchase commercial paper consisting of issues rated at the time of purchase “A-2” or better by S&P, “Prime-2” or better by Moody’s or such issues with comparable ratings by other nationally recognized statistical rating organizations (“NRSROs”). The Funds may also invest in commercial paper that is not rated but is determined by the Adviser under guidelines established by the Board of Trustees, to be of comparable quality.

Variable Amount Master Demand Notes. Variable amount master demand notes, in which the Funds may invest, are unsecured demand notes that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there may be no secondary market in the notes, a Fund may demand payment of principal and accrued interest at any time. The Adviser will consider the earning power, cash flow, and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand. In determining average weighted portfolio maturity, a variable amount master demand note will be deemed to have a maturity equal to the longer of the period of time remaining until the next interest rate adjustment or the period of time remaining until the principal amount can be recovered from the issuer through demand.

Variable and Floating Rate Notes. The Funds may acquire variable and floating rate notes. A variable rate note is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate note is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Such notes are frequently not rated by credit rating agencies; however, unrated variable and floating rate notes purchased by a Fund will be limited to notes that are determined by the Adviser under guidelines approved by the Board of Trustees to be of comparable quality at the time of purchase to rated instruments eligible for purchase under the Fund’s investment policies. In making such determinations, the Adviser will consider the earning power, cash flow and other liquidity ratios of the issuers of such notes (such issuers include financial, merchandising, bank holding and other companies) and will continuously monitor their financial condition. Although there may be no active secondary market with respect to a particular variable or floating rate note purchased by a Fund, the Fund may resell the note at any time to a third party. The absence of an active secondary market, however, could make it difficult for the Fund to dispose of a variable or floating rate note in the event the issuer of the note were to default on its payment obligations, and the Fund could, as a result or for other reasons, suffer a loss to the extent of the default. Variable or floating rate notes may be secured by bank letters of credit.

Government Related Securities. The Funds may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government (“Government Related Securities”).Certain Government Related Securities are backed by the full faith and credit of the U.S. Government, such as securities issued by the Government National Mortgage Association (“GNMA”). Others are not insured or guaranteed by the U.S. Government and may be supported only by the issuer’s right to borrow from the U.S. Treasury, subject to certain limits, such as securities issued by Federal Home Loan Banks, or by the credit of the issuing agency and the discretionary authority of the U.S. Government to purchase certain obligations, such as Federal Home Loan Mortgage Corporation (“FHLMC”), and Tennessee Valley Authority, or only by the credit of the issuing agency, such as Federal Farm Credit Banks. No assurance can be given that the U.S. Government would provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not obligated to do so by law.

Event Risk. Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events financed by the issuer’s taking on additional debt. As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly.

Foreign Investments. Each of the Funds may, subject to its investment objectives and policies, invest in certain obligations or securities of foreign issuers. Permissible investments include, but are not limited to, Eurobonds, which are U.S. dollar denominated debt securities issued by corporations located in Europe, Eurodollar Certificates of Deposit, which are U.S. dollar denominated certificates of deposit issued by branches of foreign and domestic banks located outside the United States (primarily Europe), Yankee Certificates of Deposit which are certificates of deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the United States, Eurodollar Time Deposits, which are U.S. dollar denominated deposits in a foreign branch of a U.S. bank or a foreign bank, and Canadian Time Deposits, which are U.S. dollar denominated certificates of deposit issued by Canadian offices of major Canadian Banks. Investments in securities issued by foreign branches of U.S. banks, foreign banks, or other foreign issuers, including sponsored and unsponsored American Depositary Receipts (“ADRs”) and European Depositary Receipts (“EDRs”), and securities purchased on foreign securities exchanges, may subject the Funds to investment risks that differ in some respects from those related to investment in obligations of U.S. domestic issuers or in U.S. securities markets. Such risks include future adverse political and economic developments, possible seizure, currency blockage, nationalization or expropriation of foreign investments, less stringent disclosure requirements, the possible establishment of exchange controls or taxation at the source and the adoption of other foreign governmental restrictions. Additional risks include currency exchange risks, less publicly available information, the risk that companies may not be subject to the accounting, auditing and financial reporting standards and requirements of U.S. companies, the risk that foreign securities markets may have less trading volume and, therefore, many securities traded in these markets may be less liquid and their prices more volatile than U.S. securities, and the risk that custodian and brokerage costs may be higher. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices different from those respecting domestic issuers of similar securities or obligations. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

Forward Foreign Currency Exchange Contracts. The Funds may engage in foreign currency exchange transactions. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (“Term”) from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers.

The Funds will not enter into such forward contracts or maintain a net exposure in such contracts where a Fund would be obligated to deliver an amount of foreign currency in excess of the value of the Fund’s securities or other assets denominated in that currency. Each Fund’s custodian bank segregates cash or liquid high grade debt securities in an amount not less than the value of the Fund’s total assets committed to forward foreign currency exchange contracts entered into for the purchase of a foreign security. If the value of the securities segregated declines, additional cash or securities are added so that the segregated amount is not less than the amount of the Fund’s commitments with respect to such contracts.

Foreign Currency Options. The Funds may engage in foreign currency options. A foreign currency option provides a Fund, as the option buyer, with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period in the secondary market for such options any time prior to expiration.

A call rises in value if the underlying currency appreciates. Conversely, a put rises in value if the underlying currency depreciates. While purchasing a foreign currency option can protect a Fund against an adverse movement in the value of a foreign currency, it does not limit the gain which might result from a favorable movement in the value of such currency. For example, if a Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. Similarly, if a Fund has entered into a contract to purchase a security denominated in a foreign currency and had purchased a foreign currency call to hedge against a rise in the value of the currency but instead the currency had depreciated in value between the date of purchase and the settlement date, such Fund would not have to exercise its call but could acquire in the spot market the amount of foreign currency needed for settlement.

Options Trading. Options trading is a specialized activity that entails greater than ordinary investment risks. Regardless of how much the market price of the underlying security or index increases or decreases, the option buyer’s risk is limited to the amount of the original investment for the purchase of the option. However, options may be more volatile than the underlying securities, and, therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities. A listed call option gives the purchaser of the option the right to buy from a clearing corporation, and a writer has the obligation to sell to the clearing corporation, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligations under the option contract. A listed put option gives the purchaser the right to sell to a clearing corporation the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security. In contrast to an option on a particular security, an option on a stock or bond index provides the holder with the right to make or receive a cash settlement upon the exercise of the option. The amount of this settlement will be equal to the difference between the closing price of the index at the time of exercise and the exercise price of the option expressed in dollars, times a specified multiple.

A Fund’s obligation to sell a security subject to a covered call option written by it may be terminated prior to the expiration date of the option by the execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series (i.e., same underlying security, exercise price and expiration date) as the option previously written. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying security from being called, to permit the sale of the underlying security or to permit the writing of a new option containing different terms on such underlying security. The cost of such a liquidation purchase plus transaction costs may be greater than the premium received upon the original option, in which event the Fund will have incurred a loss in the transaction. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. There is no assurance that a liquid secondary market on an exchange will exist for any particular option. A covered call option writer, unable to effect a closing purchase transaction, would not be able to sell the underlying security until the option expires or the underlying security is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline in the underlying security during such period. A Fund will write an option on a particular security only if the Adviser believes that a liquid secondary market will exist on an exchange for options of the same series which will permit the Fund to make a closing purchase transaction in order to close out its position.

When a Fund writes a covered call option, an amount equal to the net premium (the premium less the commission) received by the Fund is included in the liability section of the Fund’s statement of assets and liabilities as a deferred credit. The amount of the deferred credit is subsequently marked-to-market to reflect the current value of the option written. The current value of the traded option is the last sale price or, in the absence of a sale, the average of the closing bid and asked prices. If an option expires on the stipulated expiration date or if the Fund enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold) and the deferred credit related to such option will be eliminated. Any gain on a covered call option may be offset by a decline in the market price of the underlying security during the option period. If a covered call option is exercised, the Fund may deliver the underlying security held by it or purchase the underlying security in the open market. In either event, the proceeds of the sale will be increased by the net premium originally received, and the Fund will realize a gain or loss. Premiums from expired options written by a Fund and net gains from closing purchase transactions are treated as short-term capital gains for federal income tax purposes, and losses on closing purchase transactions are short-term capital losses.

As noted previously, there are several risks associated with transactions in options on securities and indices. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well- conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

Futures Contracts. The Funds are operated pursuant to an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act, as amended (the “CEA”), and, therefore, are not subject to regulation as a commodity pool or commodity pool operator under the CEA. As discussed in the Prospectus, the Funds may invest in futures contracts and options thereon (stock or bond index futures contracts or interest rate futures or options) to hedge or manage risks associated with a Fund’s securities investments. Positions in futures contracts may be closed out only on an exchange that provides a secondary market for such futures. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to close a futures position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund had insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when it would be disadvantageous to do so. In addition, a Fund might be required to make delivery of the instruments underlying futures contracts it holds. The inability to close options and futures positions also could have an adverse impact on a Fund’s ability to hedge or manage risks effectively.

Successful use of futures by a Fund is also subject to the Adviser’s ability to predict movements correctly in the direction of the market. There is an imperfect correlation between movements in the price of the future and movements in the price of the securities that are the subject of the hedge. In addition, the price of futures may not correlate perfectly with movement in the cash market due to certain market distortions. Due to the possibility of price distortion in the futures market and because of the imperfect correlation between the movements in the cash market and movements in the price of futures, a correct forecast of general market trends or interest rate movements by the Adviser may still not result in a successful hedging transaction over a short time frame.

Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond the limit. The daily limit governs only price movement during a particular trading day and, therefore, does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

The trading of futures contracts is also subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, insolvency of a brokerage firm or clearing house or other disruptions of normal trading activity, which, at times, could make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.

Swap Agreements. The Funds may enter into interest rate swaps, swaps on specific securities, currency swaps and other types of swap agreements such as caps, collars, floors, and credit derivatives and options thereon. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate multiplied by a “notional principal amount,” in return for payments equal to a fixed rate multiplied by the same amount, for a specified period of time. If a swap agreement provides for payments in different currencies, the parties might agree to exchange the notional principal amount as well. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specified interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor.

The Funds may enter into event linked swaps, including credit default swaps. The credit default swap market allows a Fund to manage credit risk through buying and selling credit protection on specific names or a basket of names. The transactions are documented through swap documents. A “buyer” of credit protection agrees to pay a counterparty to assume the credit risk of an issuer upon the occurrence of certain events. The “seller” of credit protection receives a premium and agrees to assume the credit risk of an issuer upon the occurrence of certain events.

Swap agreements will tend to shift a Fund’s investment exposure from one type of investment to another. For example, if a Fund agreed to exchange floating rate payments for fixed rate payments, the swap agreement would tend to decrease the Fund’s exposure to rising interest rates. Caps and floors have an effect similar to buying or writing options. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield.

The Funds usually enter into interest rate swaps on a net basis. The net amount of the excess, if any, of a Fund’s obligations over its entitlement with respect to each interest rate swap will be covered by an amount consisting of designated liquid assets having an aggregate net asset value at least equal to the accrued excess. If a Fund enters into a swap on other than a net basis, the Fund will designate the full amount of the Fund’s obligations under each such swap. The Fund may enter into swaps, caps, collars and floors with member banks of the Federal Reserve System, members of the New York Stock Exchange (the “NYSE”) or other entities determined by the Adviser to be creditworthy. If a default occurs by the other party to such transaction, a Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect such Fund’s rights as a creditor.

The swap market has grown substantially in recent years with a large number of banks and financial services firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become increasingly liquid. Caps, collars and floors are more recent innovations and they are less liquid than swaps. There can be no assurance, however, that a Fund will be able to enter into interest rate swaps or to purchase interest rate caps, collars or floors at prices or on terms the Adviser believes are advantageous to such Fund. In addition, although the terms of interest rate swaps, caps, collars and floors may provide for termination, there can be no assurance that a Fund will be able to terminate an interest rate swap or to sell or offset interest rate caps, collars or floors that it has purchased. Interest rate swaps, caps, collars and floors are considered by the Securities and Exchange Commission (the “SEC”) to be illiquid and, together with other investments in a Fund that are not readily marketable, will not exceed 15 percent of the Fund’s total net assets.

The successful utilization of hedging and risk management transactions requires skills different from those needed in the selection of a Fund’s portfolio securities and depends on the Adviser’s ability to predict correctly the direction and degree of movements in interest rates. Although the Funds believe that use of the hedging and risk management techniques described above will benefit the Funds, if the Adviser’s judgment about the direction or extent of the movement in interest rates is incorrect, a Fund’s overall performance would be worse than if it had not entered into any such transactions. For example, if a Fund had purchased an interest rate swap or an interest rate floor to hedge against its expectation that interest rates would decline but instead interest rates rose, such Fund would lose part or all of the benefit of the increased payments it would receive as a result of the rising interest rates because it would have to pay amounts to its counterparties under the swap agreement or would have paid the purchase price of the interest rate floor.

Asset Swaps. The Funds will be permitted to purchase asset swaps where the underlying issue would otherwise be eligible for purchase by the Fund. An asset swap is a structure in which a security, for example a convertible bond, which has various components, is divided into those components which are sold to different investors. With a convertible bond asset swap, the equity component of the bond is separated from the fixed income component through the use of a swap. The result of the transaction for the purchaser of the fixed income component is that it obtains exposure to the issuer which is similar to the exposure it would have received had it purchased a traditional fixed income instrument of the issuer. Counterparty risk is the primary risk of asset swaps.

When-Issued Securities. The Funds may purchase securities on a when- issued basis (i.e., for delivery beyond the normal settlement date at a stated price and yield). When a Fund agrees to purchase securities on a when- issued basis, cash or liquid portfolio securities equal to the amount of the commitment will be segregated. Normally, portfolio securities will be set aside to satisfy the purchase commitment, and, in such a case, the Fund may be required subsequently to set aside additional assets in order to assure that the value of the account remains equal to the amount of the Fund’s commitment. It may be expected that the Fund’s net assets will fluctuate to a greater degree when it sets aside portfolio securities to cover such purchase commitments than when it sets aside cash. In addition, because a Fund will set aside cash or liquid portfolio securities to satisfy its purchase commitments in the manner described above, the Fund’s liquidity and the ability of the Adviser to manage it might be affected.

When a Fund engages in when-issued transactions, it relies on the seller to consummate the trade. Failure of the seller to do so may result in the Fund incurring a loss or missing the opportunity to obtain a price considered to be advantageous. The Funds will engage in when-issued delivery transactions only for the purpose of acquiring portfolio securities consistent with the Funds’ investment objectives and policies, not for investment leverage.

Mortgage-Related Securities. The Impact Bond Fund may invest in mortgage-related securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Such Fund may, in addition, invest in mortgage-related securities issued by nongovernmental entities; provided, however, that, to the extent that the Fund purchases mortgage-related securities from such issuers which may, solely for purposes of Section 12 of the Investment Company Act of 1940, as amended (the “1940 Act”), be deemed to be investment companies, the Fund’s investment in such securities will be subject to the limitations on investments in investment company securities set forth below under “Investment Restrictions”. Mortgage-related securities, for purposes of the Prospectus and this SAI, represent pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the GNMA, and government-related organizations, such as the Federal National Mortgage Association and the FHLMC, as well as by nongovernmental issuers, such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage- related securities issued by the GNMA include GNMA Mortgage Pass- Through Certificates (also known as “Ginnie Maes”), which are guaranteed as to the timely payment of principal and interest by GNMA, and such guarantee is backed by the full faith and credit of the United States. GNMA is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage- related securities issued by the Federal National Mortgage Association (“FNMA”) include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”), which are solely the obligations of the FNMA, and are not backed by or entitled to the full faith and credit of the United States. The FNMA is a government-sponsored organization owned entirely by private stockholders. Fannie Maes are guaranteed as to the timely payment of principal and interest by FNMA. Mortgage-related securities issued by the FHLMC include FHLMC Mortgage Participation Certificates (also known as “Freddie Macs” or “Pcs”). The FHLMC is a corporate instrumentality of the United States, created pursuant to an Act of Congress, which is owned entirely by Federal Home Loan Banks. Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When the FHLMC does not guarantee timely payment of principal, FFILMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

The Impact Bond Fund may invest in mortgage-related securities that are collateralized mortgage obligations (“CMOs”) structured on pools of mortgage pass-through certificates or mortgage loans. The CMOs in which the Impact Bond Fund may invest represent securities issued by a private corporation or a U.S. Government instrumentality that are backed by a portfolio of mortgages or mortgage-backed securities held under an indenture. The issuer’s obligations to make interest and principal payments are secured by the underlying portfolio of mortgages or mortgage-backed securities. CMOs are issued with a number of classes or series which have different maturities and which may represent interests in some or all of the interest or principal on the underlying collateral or a combination thereof. CMOs of different classes are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. In the event of sufficient early prepayments on such mortgages, the class or series of a CMO first to mature generally will be retired prior to its maturity. Thus, the early retirement of a particular class or series of a CMO held by the Fund would have the same effect as the prepayment of mortgages underlying a mortgage-backed pass-through security.

Certain debt securities such as, but not limited to, mortgage-backed securities, CMOs, asset-backed securities, and securitized loan receivables, as well as securities subject to prepayment of principal prior to the stated maturity date, are expected to be repaid prior to their stated maturity dates. As a result, the effective maturity of these securities is expected to be shorter than the stated maturity. For purposes of compliance with stated maturity policies and calculation of a Fund’s weighted average maturity, the effective maturity of such securities will be used.

Zero Coupon Obligations. The Impact Bond Fund may invest in zero coupon obligations, provided that, immediately after any purchase, not more than 5 percent of the value of the net assets of the Fund is invested in such obligations. Unlike securities with coupons attached, which generate periodic interest payments to the holder, zero-coupon obligations pay no cash income until the date of maturity. They are purchased at a substantial discount from their value at their maturity date. This discount is amortized over the life of the security. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Since this difference is known at the time of purchase, the return on zero-coupon obligations held to maturity is predictable. Since there are no periodic interest payments made to the holder of a zero-coupon obligation, when interest rates rise, the value of such an obligation will fall more dramatically than that of a bond paying out interest on a current basis. When interest rates fall, however, zero-coupon obligations rise more rapidly in value because the obligations have locked in a specific rate of return that becomes more attractive the further interest rates fall.

Guaranteed Investment Contracts. The Impact Bond Fund may invest in guaranteed investment contracts (“GICs”) issued by insurance companies. Pursuant to such contracts, the Fund makes cash contributions to a deposit fund of the insurance company’s general account. The insurance company then credits to the deposit fund on a monthly basis guaranteed interest which is based on an index. The GICs provide that this guaranteed interest will not be less than a certain minimum rate. The insurance company may assess periodic charges against a GIC for expense and service costs allocable to it, and the charges will be deducted from the value of the deposit fund. The Impact Bond Fund will only purchase a GIC when the Adviser has determined, under guidelines established by the Board of Trustees, that the GIC presents minimal credit risks to the Fund and is of comparable quality to instruments that are rated high quality by an NRSRO having the characteristics described above. Because the Fund may not receive the principal amount of a GIC from the insurance company on seven days’ notice or less, the GIC is considered an illiquid investment, and, together with other instruments in the Fund that are not readily marketable, will not exceed 15 percent of the Fund’s total net assets. The term of a GIC will be one (1) year or less. In determining average weighted portfolio maturity, a GIC will be deemed to have a maturity equal to the period of time remaining until the next readjustment of the guaranteed interest rate.

Income Participation Loans. The Impact Bond Fund may acquire participation interests in privately negotiated loans to borrowers. Frequently, such loans have variable interest rates and may be backed by a bank letter of credit; in other cases they may be unsecured. Such transactions may provide an opportunity to achieve higher yields than those that may be available from other securities offered and sold to the general public.

Privately arranged loans, however, will generally not be rated by a credit rating agency and will normally be liquid, if at all, only through a provision requiring repayment following demand by the lender. Such loans made by the Impact Bond Fund may have a demand provision permitting the Fund to require repayment within seven days. Participation in such loans, however, may not have such a demand provision and may not be otherwise marketable. To the extent these securities are not readily marketable, they will be subject to the Fund’s 15 percent of its net assets limitation on investments in illiquid securities. Recovery of an investment in any such loan that is illiquid and payable on demand will depend on the ability of the borrower to meet an obligation for full repayment of principal and payment of accrued interest within the demand period, normally seven days or less (unless the Adviser determines that a particular loan issue, unlike most such loans, has a readily available market). As it deems appropriate, the Board of Trustees will establish procedures to monitor the credit standing of each such borrower, including its ability to honor contractual payment obligations.

The Impact Bond Fund will purchase income participation loans only if such instruments are, in the opinion of the Adviser, of comparable quality to securities rated within the four highest rating groups assigned by NRSROs.

Rights and Warrants. The Value Index Fund, Growth Index Fund and Small Cap Index Fund may participate in rights offerings and purchase warrants, which are privileges issued by corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Subscription rights normally have a short life span to expiration. The purchase of rights or warrants involves the risk that the Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the rights’ or warrants’ expiration. Also, the purchase of rights or warrants involves the risk that the effective price paid for the right or warrant added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the level of the underlying security.

Medium-Grade Debt Securities. Each Fund may invest in debt securities within the fourth highest rating group assigned by a NRSRO or, if unrated, securities determined by the Adviser to be of comparable quality (“Medium-Grade Securities”).

As with other fixed-income securities, Medium-Grade Securities are subject to credit risk and market risk. Market risk relates to changes in a security’s value as a result of changes in interest rates. Credit risk relates to the ability of the issuer to make payments of principal and interest. Medium-Grade Securities are considered to have speculative characteristics.

Medium-Grade Securities are generally subject to greater credit risk than comparable higher-rated securities, because issuers are more vulnerable to economic downturns, higher interest rates or adverse issuer- specific developments. In addition, the prices of Medium- Grade Securities are generally subject to greater market risk and, therefore, react more sharply to changes in interest rates. The value and liquidity of Medium-Grade Securities may be diminished by adverse publicity and investor perceptions.

Because certain Medium-Grade Securities are traded only in markets where the number of potential purchasers and sellers, if any, is limited, the ability of the Funds to sell such securities at their fair value either to meet redemption requests or to respond to changes in the financial markets may be limited.

Particular types of Medium-Grade Securities may present special concerns. The prices of payment-in-kind or zero-coupon securities may react more strongly to changes in interest rates than the prices of other Medium- Grade Securities. Some Medium-Grade Securities in which the Funds may invest may be subject to redemption or call provisions that may limit increases in market value that might otherwise result from lower interest rates while increasing the risk that the Funds may be required to reinvest redemption or call proceeds during a period of relatively low interest rates.

The credit ratings issued by NRSROs are subject to various limitations. For example, while such ratings evaluate credit risk, they ordinarily do not evaluate the market risk of Medium-Grade Securities. In certain circumstances, the ratings may not reflect in a timely fashion adverse developments affecting an issuer. For these reasons, the Adviser conducts its own independent credit analysis of Medium- Grade Securities.

Lower Rated Debt Securities. The Impact Bond Fund may invest in debt securities rated within the six highest categories assigned by a NRSRO or, if unrated, securities determined by the Adviser to be of comparable quality. Securities rated in the four highest categories are commonly referred to as investment grade securities. Securities rated below investment grade (“Lower Rated Securities”) including the fifth and sixth ratings categories in which the Fund may invest, are commonly referred to as junk bonds. Lower Rated Securities involve special risks as they may be considered to have some speculative characteristics. These securities may be regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Lower Rated Securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. If the issuer of a Lower Rated Security defaults, the Fund may incur additional expenses to seek recovery. The secondary markets on which Lower Rated Securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price of such securities and the Fund’s ability to sell securities at prices approximating the values the Fund had placed on such securities. The Fund will limit its investments in Lower Rated Securities to no more than 10 percent of total assets.

Restricted Securities. Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”) allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A provides a “safe harbor” from the registration requirements of the 1933 Act for resales of certain securities to qualified institutional buyers. The Adviser believes that the market for certain restricted securities such as institutional commercial paper may expand further as a result of this regulation and the development of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL Alliance system.

The Adviser monitors the liquidity of restricted securities in the Funds’ portfolios under the supervision of the Board of Trustees. In reaching liquidity decisions, the Adviser may consider the following factors, although such factors may not necessarily be determinative: (1) the unregistered nature of a security; (2) the frequency of trades and quotes for the security; (3) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (4) the trading markets for the security; (5) dealer undertakings to make a market in the security; and (6) the nature of the security and the nature of the marketplace trades (including the time needed to dispose of the security, methods of soliciting offers, and mechanics of transfer).

Securities of Other Investment Companies. Each Fund may invest in securities issued by other funds, including those advised by the Adviser to the extent permitted by the 1940 Act and the SEC. As a shareholder of another investment company, a Fund would generally bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which a Fund may invest may also impose distribution or other charges in connection with the purchase or redemption of their shares and other types of charges. Such charges will be payable by the Funds and, therefore, will be borne directly by Shareholders.

Repurchase Agreements. Securities held by each Fund may be subject to repurchase agreements. As discussed in the Prospectus, each Fund may borrow funds for temporary purposes by entering into repurchase agreements in accordance with that Fund’s investment restrictions. Under the terms of a repurchase agreement, the Fund would acquire securities from member banks of the FDIC and registered broker-dealers that the Adviser deems creditworthy under guidelines approved by the Board of Trustees, subject to the seller’s agreement to repurchase such securities at a mutually agreed-upon date and price. The repurchase price would generally equal the price paid by the Fund plus interest negotiated on the basis of current short-term rates, which may be more or less than the rate on the underlying portfolio securities. The seller under a repurchase agreement would be required to maintain continually the value of collateral held pursuant to the agreement at an amount equal to 102 percent of the repurchase price marked to market daily (including accrued interest). The securities held subject to repurchase agreements may bear maturities exceeding the maximum maturity specified for a Fund, provided each repurchase agreement matures in one year or less. If the seller were to default on its repurchase obligation or become insolvent, the Fund holding such obligation would suffer a loss to the extent that the proceeds from a sale of the underlying portfolio securities were less than the repurchase price under the agreement, or to the extent that the disposition of such securities by the Fund were delayed pending legal action. Additionally, there is no controlling legal precedent confirming that a Fund would be entitled, as against a claim by such seller or its receiver or trustee in bankruptcy, to retain the underlying securities. Securities subject to repurchase agreements will be held by the Custodian or another qualified custodian. Repurchase agreements are considered to be loans by a Fund under the 1940 Act.

Reverse Repurchase Agreements. As discussed in the Prospectus, each Fund may borrow funds for temporary purposes by entering into reverse repurchase agreements in accordance with that Fund’s investment restrictions. Pursuant to a reverse repurchase agreement, a Fund would sell portfolio securities to financial institutions such as banks and broker-dealers, and agree to repurchase the securities at a mutually agreed-upon date and price. Each Fund intends to enter into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time the Fund enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as Government Related Securities or other liquid, high grade debt securities consistent with the Fund’s investment restrictions having a value equal to the repurchase price (including accrued interest), and will subsequently continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements involve the risk that the market value of the securities sold by the Fund may decline below the price at which the Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by the Fund under the 1940 Act.

Securities Lending. In order to generate additional income, each Fund may from time to time, but is not required to, subject to its investment objective and policies, lend its portfolio securities to broker-dealers, banks, or institutional borrowers of securities pursuant to agreements requiring that the loans be secured by collateral equal in value to 102 percent of the value of the securities loaned. Collateral for loans of portfolio securities must consist of: (1) cash in U.S. dollars; (2) obligations issued or guaranteed by the U.S. Treasury or by any agency or instrumentality of the U.S. Government; or (3) irrevocable, non-transferable, stand-by letters of credit issued by banks domiciled or doing business within the U.S. and meeting certain credit requirements at the time of issuance. This collateral will be valued daily. Should the market value of the loaned securities increase, the borrower is required to furnish additional collateral to that Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest received on such securities. Loans are subject to termination by the Fund or the borrower at any time. While the Fund does not have the right to vote securities on loan, each Fund intends to terminate the loan and regain the right to vote if that is considered important with respect to the investment, assuming the Fund receives sufficient advance notice of the matter. While the lending of securities may subject a Fund to certain risks, such as delays or an inability to regain the securities in the event the borrower were to default or enter into bankruptcy, each Fund will have the contract right to retain the collateral described above. A Fund will enter into loan agreements only with broker-dealers, banks, or other institutions that the Adviser has determined are creditworthy under guidelines established by the Board of Trustees.

Community Development Investing. Each Fund is permitted to invest up to 3 percent of its total assets in community development investments, including investments in community developments notes (“CDI Notes”), which are variable rate notes issued by various affiliated and unaffiliated organizations to fund community development initiatives. CDI Notes are typically rated below investment grade if they are rated by independent rating organizations and are treated by the Funds as illiquid assets. Through their community development investment program, including investments in CDI Notes, the Funds demonstrate their commitment to the creative use of market tools as a means to make a direct financial impact on disadvantaged individuals and their communities and, specifically, to assist them in utilizing existing resources of ability and human potential to create long-term sustainability and self-sufficiency. The Funds typically invest in CDI Notes issued by third- party organizations.

CDI Notes typically offer a rate of return below the then-prevailing market rates, which means they are expected to underperform other debt instruments in which a Fund otherwise might invest. In addition, the CDI Notes are considered illiquid and below-investment grade. Illiquid securities may be difficult to sell in the ordinary course at the approximate price at which they are valued. Below-investment grade securities involve a greater risk of default or price decline than higher grade securities.

Temporary Defensive Positions. In the event that the Adviser determines that current market conditions are not suitable for the typical investments of a Fund, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in money market instruments and repurchase agreements. In the event that the Sub-Adviser determines that the current market conditions are not suitable for the International Index Fund’s typical investments, the Sub-Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in U.S. equity securities, money market instruments, U.S. Government-related securities and repurchase agreements.

Investments by the Genesis Portfolios

Each Fund seeks to achieve its investment goal by investing substantially all of its assets in Class I shares of a different combination of Praxis Mutual Funds representing different allocations of stocks, bonds and cash investments and reflecting varying degrees of expected investment risk and potential reward. The target allocations as of the date of this SAI, which may be changed from time to time, are as follows. Each Fund may also hold a minimal amount of cash or cash equivalent positions, such as money market instruments, U.S. Government securities, commercial paper, and repurchase agreements.

	Total Assets in Bond Funds	Total Assets in Equity Funds
Genesis Conservative Portfolio	60%-80%	20%-40%
Genesis Balanced Portfolio	30%-50%	50%-70%
Genesis Growth Portfolio	10%-30%	70%-90%

As a result of market gains or losses, the percentage of the Genesis Portfolios’ assets invested in particular asset classes (i.e., bond or equity funds) at any given time may be different from the asset allocation model shown above. The information in the section “Additional Information about Portfolio Instruments” directly relates to the investment policies, techniques, and risks of the underlying Praxis Mutual Funds. It provides information about the types of securities in which one or more of the Genesis Portfolios may have indirect investment exposure through their investment in the underlying Praxis Mutual Funds.

Each Fund may invest in investment company securities issued by open-end and closed-end investment companies, including Exchange Traded Funds (“ETFs”) that are outside the Praxis Mutual Funds complex. Such investments are subject to limitations prescribed by the 1940 Act and the SEC. These limitations currently provide, in part, that the Genesis Portfolios may not purchase shares of an outside investment company if such a purchase would cause a Fund to own in the aggregate more than 3 percent of the total outstanding voting stock of the investment company. Subject to applicable SEC rules, each Fund is not restricted by the foregoing limitations in purchasing shares of the Praxis Mutual Funds. As a shareholder in an investment company, a Fund will bear its pro-rata portion of the investment company’s expenses, including advisory fees, in addition to its own expenses. The amount of expenses paid by a Fund on investments in other investment companies are disclosed in the Fees and Expenses table in the prospectus under “Acquired Fund Fees and Expenses” (“AFFE”).

Temporary Defensive Positions. In the event that the Adviser determines that current market conditions are not suitable for the typical investments of the Genesis Conservative Portfolio, Genesis Balanced Portfolio or Genesis Growth Portfolio, the Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in money market instruments and repurchase agreements.

Investment Restrictions

Fundamental Investment Restrictions. The following are fundamental investment restrictions that may be changed only by the affirmative vote of a majority of the outstanding Shares of a Fund (as defined below). Under these restrictions:

1. Each Fund may not borrow money, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

2. Each Fund may not issue senior securities, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

3. Each Fund may not act as an underwriter of securities of other issuers, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

4. Each Fund may not purchase real estate or any interest therein, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

5. Each Fund may not purchase or sell commodities, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

6. Each Fund may not make loans, except as permitted by or to the extent not prohibited by, applicable securities laws, rules, regulations or exemptions, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time;

7. With the exception of the Funds designated as a “non-diversified company,” if any, each Fund shall be a “diversified company” as those term terms are defined in the 1940 Act, as interpreted, modified or applied from time to time by regulatory authority having jurisdiction; or

8. Each Fund may not invest in a security if, as a result of such investment, more than 25 percent of its net assets would be invested in the securities of issuers in any particular industry, provided this restriction does not apply to securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities (or repurchase agreements with respect thereto) or securities of other investment companies; except that each Fund that has a principal investment strategy to track the performance of an index will concentrate (or not) approximately to the same extent as its index in the securities of a particular industry or group of industries;

Non-Fundamental Summaries of Current Legal Requirements Related to Certain Investment Restrictions. This section summarizes current legal requirements applicable to the Funds with respect to certain of the fundamental investment restrictions listed above. The current legal requirements are subject to change at any time and this section may be revised at any time to reflect changes in legal requirements or to further clarify existing requirements. No part of this section constitutes a fundamental policy or a part of any of the above fundamental investment restrictions. The discussion in this section provides summary information only and is not a comprehensive discussion. It does not constitute legal advice. Investors who are interested in obtaining additional detail about these requirements should consult their own counsel.

With respect to Investment Restriction 1 (borrowing): Currently, the 1940 Act permits mutual funds to engage in borrowing subject to certain limits. The 1940 Act essentially permits a Fund to borrow under two scenarios. First, a Fund is permitted to borrow from banks provided it maintains “asset coverage of at least 300 percent” for all borrowings, which means a mutual fund generally can borrow from banks but has a borrowing limit equal to 1/3 of its total assets after the borrowing (for example, a fund with $100 million in assets could borrow $50 million, because $50 million is 1/3 of $150 million). Second, a Fund is permitted to borrow from banks or other lenders in an amount up to 5 percent of its total assets for temporary purposes.

With respect to Investment Restriction 2 (issuing senior securities): Currently, the 1940 Act generally prohibits mutual funds from issuing “senior securities.” The 1940 Act defines a “senior security” generally to mean “any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.” In other words, a senior security is an obligation that has priority over (or is senior to) a Fund’s shares with respect to the payment of dividends or the distribution of fund assets. Borrowing, as described above in Investment Restriction 1, is an exception to this general prohibition. Certain investment practices that might be considered to create senior securities, such as entering into reverse repurchase agreements, are permissible under current law so long as a fund takes certain steps to address potential senior security concerns. For example, in reliance on guidance from the SEC, mutual funds generally may enter into reverse repurchase agreements so long as they earmark liquid assets to cover the obligation created by the reverse repurchase agreement and their investment strategies and policies do not prohibit those practices.

With respect to Investment Restriction 3 (underwriting): Currently, under the 1940 Act and other federal securities laws, a fund is considered an “underwriter” if the fund participates in the public distribution of securities of other issuers, which involves purchasing the securities from an issuer with the intention of reselling the securities to the public. A fund that purchases securities in a private transaction for investment purposes and later sells those securities to institutional investors in a restricted sale could, under one view, technically be considered to be an underwriter of those securities. Under current legal requirements, Investment Restriction 3 permits a Fund to sell securities in this circumstance.

With respect to Investment Restriction 7 (diversification): Currently, a “diversified company” is defined under the 1940 Act to mean a mutual fund that meets the following definition: a diversified fund must not, with respect to 75 percent of its total assets, invest in securities of any issuer other than securities issued by other investment companies or securities issued by or guaranteed by the U.S. government or any of its agencies or instrumentalities, if, as a result (i) more than 5 percent of the value of the fund’s total assets would be invested in securities of one issuer, or (ii) the fund would hold more than 10 percent of the outstanding voting securities of one issuer. A “non-diversified” fund is a fund that does not meet the definition of a diversified company.

With respect to Investment Restriction 8 (concentration): In applying its concentration policy to its investments, if any, in other investment companies, a Fund will consider the concentration policies of those other investment companies.

Non-fundamental Investment Restrictions. The following additional investment restrictions are not fundamental and may be changed with respect to a particular Fund without the vote of a majority of the outstanding Shares of that Fund. Each Fund may not:

1. Enter into repurchase agreements with maturities in excess of seven days if such investments, together with other instruments in that Fund that are not readily marketable or are otherwise illiquid, exceed 15 percent of that Fund’s net assets;

2. Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities, but it may make margin deposits in connection with transactions in options, futures, and options on futures;

3. Engage in short sales;

4. Purchase participation or direct interests in oil, gas or other mineral exploration or development programs including oil, gas or mineral leases (although investments by the Funds in marketable securities of companies engaged in such activities are not prohibited in this restriction);

5. Purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition, reorganization or to the extent permitted by the 1940 Act and the SEC;

6. Invest more than 5 percent of total assets in puts, calls, straddles, spreads or any combination thereof;

7. Invest more than 5 percent of total assets in securities of issuers which, together with any predecessors, have a record of less than three (3) years of continuous operation; or

8. Purchase or retain the securities of any issuer if the officers or Trustees of the Company or the officers or Directors of the Advisers who individually own beneficially more than 1/2 of 1 percent of the securities of the issuer or together own beneficially more than 5 percent of the securities of that issuer.

Except as may otherwise be required pursuant to applicable regulatory requirements regarding asset coverage for transactions involving leverage or potential leverage, if any percentage restriction described above is satisfied at the time of investment, a later increase or decrease in such percentage resulting from a change in asset value will not constitute a violation of such restriction.

Portfolio Turnover

The portfolio turnover rate for each of the Funds is calculated by dividing the lesser of a Fund’s purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities, with certain adjustments in accordance with applicable legal requirements. The calculation excludes all securities whose remaining maturities at the time of acquisition were one (1) year or less.

For the fiscal year ended December 31, 2019, the annual portfolio turnover rate for the Impact Bond Fund, International Index Fund, Value Index Fund, Growth Index Fund, Small Cap Index Fund, Genesis Conservative Portfolio, Genesis Balanced Portfolio and Genesis Growth Portfolio was ____ percent, ____ percent, ____ percent, ____ percent, ____ percent, ____ percent, ____ percent and ____ percent, respectively.

For the fiscal year ended December 31, 2018, the annual portfolio turnover rate for the Impact Bond Fund, International Index Fund, Value Index Fund, Growth Index Fund, Small Cap Index Fund, Genesis Conservative Portfolio, Genesis Balanced Portfolio and Genesis Growth Portfolio was 27.27 percent, 21.08 percent, 32.38 percent, 27.74 percent, 25.17 percent, 15.49 percent, 12.90 percent and 12.72 percent, respectively.

Portfolio turnover for the Funds may vary greatly from year to year as well as within a particular year. Variations in turnover rate may be due to the fluctuating volume of shareholder purchase and redemption orders, market conditions and/or changes in the portfolio manager’s investment outlook. High turnover rates will generally result in higher transaction costs to a Fund. Portfolio turnover will not be a limiting factor in making investment decisions.

Disclosure of Portfolio Holdings Policy

The Board of Trustees has approved a Disclosure of Portfolio Holdings Policy for the Company (the “Policy”). The Funds may provide information regarding their portfolio holdings to their service providers where relevant to duties to be performed for the Funds. Recipients are obligated to maintain the confidentiality of that information and are prohibited from trading based on that non-public information. Such service providers include fund accountants, business managers and administrators, investment advisers, custodians, independent public accountants, and attorneys. Neither the Funds nor any service provider to the Funds may disclose material information about the Funds’ holdings, trading strategies implemented or to be implemented in the Funds or about pending transactions in the Funds to other third parties except in certain limited circumstances:

● through disclosure in a copy of a Fund’s latest annual or semi-annual report;

● in marketing materials, provided the portfolio holdings disclosed in the materials are at least 15 days old; or

● when a Fund has a legitimate business purpose for doing so and the recipients are subject to a confidentiality agreement or the Board has determined that the policies of the recipient are adequate to protect the information that is disclosed. Such disclosures must be authorized by the Funds’ President or Treasurer and shall be periodically reported to the Board.

Neither the Funds nor any service provider, including any investment adviser, may enter into any arrangement to receive any compensation or consideration, directly or indirectly, in return for the disclosure of non-public information about the Funds’ portfolio holdings. The Chief Compliance Officer (“CCO”) is responsible for overseeing compliance with all Fund policies and procedures, including the Policy. The Policy may not be waived or exceptions made, without the consent of the Board. The Board has approved this Policy and will review any material changes to this Policy, as well as periodically review categories of persons or entities receiving non-standard disclosure. The Board may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those found in the Policy.

NET ASSET VALUE

As indicated in the Prospectus, the net asset value of each Fund is determined and its shares are priced as of the close of regular trading on the New York Stock Exchange (“NYSE”) on each Business Day of the Company. A “Business Day,” which is defined in the Prospectus, is generally a day on which the NYSE is open for business (other than a day on which no Shares of a Fund are tendered for redemption and no order to purchase any Shares is received). The NYSE will not open on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

Valuation of Portfolio Securities — As disclosed in the Prospectus, each Fund’s securities generally are valued at current market prices or, for debt obligations with remaining maturities of 60 days or less, at amortized cost. Securities for which market quotations are not readily available will be valued at fair value as determined by methods approved in good faith by the Board of Trustees. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon that security’s sale.

The following factors, among others, may be considered when determining whether a security is illiquid: the legal or contractual limitations on the transferability or sale of a security, the frequency of trades or quotes for the security, the number of dealers willing to purchase or sell the security and the number of other potential purchasers, and the nature of the security and the marketplace (for example, the time needed to dispose of the security, the method of soliciting offers, and the mechanics of the transfer). The valuation of a particular security depends upon the circumstances related to that security. As a general principle, the valuation will reflect the amount that the Fund would reasonably expect to receive from a knowledgeable purchaser in a current sale. The following methods, among others, may be used when fair valuing securities: multiple of earnings, multiple of book value, discount from market of a similar but freely traded security, purchase price of the security, subsequent private transactions in the security or a related security, or a combination of these methods. The following factors, among others, may be used when fair valuing securities: the fundamental analytical data relating to the investment, the nature and duration of restrictions on disposition of the securities, the evaluation of the forces which influence the market in which the securities are purchased and sold, the type of security, financial statements, the cost at date of purchase, the size of the holding, special reports prepared by analysts or others, information as to any transactions or offers with respect to the security, the pricing history of the security, whether any dealer quotes are available, whether recent sales reflect orderly market transactions, and any other factors deemed relevant. In making valuations, opinions of counsel may be relied upon as to whether or not securities are restricted securities and as to the legal requirements for public sale.

Investments for which market quotations are not available or for which a pricing service or vendor does not provide a value, or for which such market quotations or values are considered by the Investment Adviser or Sub-Adviser to be unreliable (including, for example, certain foreign securities, thinly-traded securities, certain restricted securities, certain initial public offerings, or securities whose values may have been affected by a significant event) are stated at fair valuations determined in good faith by the Fund’s Valuation Committee in accordance with procedures approved annually by the Board, and under the general oversight of the Board. The Fund’s Valuation Committee employs various methods to determine fair valuations including a regular review of key inputs and assumptions and review of any related market activity. The Fund’s Valuation Committee reports to the Board at its regularly scheduled meetings. The value determined for an investment using the Fund’s fair value procedures may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment. The Valuation Committee consists of [George Merryman, Brian Miller, Shawn Persing, Trent Statczar and Philip Zimmerman]. The Valuation Committee reviews and determines the fair valuation of portfolio securities and the Fund’s pricing procedures in general.

Pricing Services — The Adviser may use a pricing service to value certain portfolio securities when the prices provided are believed to reflect the fair market value of such securities. A pricing service would normally consider such factors as yield, risk, quality, maturity, type of issue, trading characteristics, special circumstances and other factors it deems relevant in determining valuations of normal institutional trading units of debt securities and would not rely exclusively on quoted prices.

ADDITIONAL REDEMPTION INFORMATION

Matters Affecting Redemption

A Fund may suspend the right of redemption or postpone the date of payment upon redemption for any period during which the NYSE is closed, other than customary weekend and holiday closings, or during which trading on said Exchange is restricted, or during which (as determined by the SEC by rule or regulation) an emergency exists as a result of which disposal or valuation of portfolio securities is not reasonably practicable, or for such other periods as the SEC may permit. (A Fund may also suspend or postpone the recordation of the transfer of its Shares upon the occurrence of any of the foregoing conditions.) Each Fund is obligated to redeem shares solely in cash up to $250,000 or 1 percent of such Fund’s net asset value, whichever is less, for any one Shareholder within a 90-day period. Any redemption beyond this amount will also be in cash unless the Board of Trustees determines that conditions exist which make payment of redemption proceeds wholly in cash inadvisable. In such a case, a Fund may make payment wholly or partly in securities or other property, valued in the same way as that Fund determines net asset value. Redemption in kind is not as liquid as a cash redemption. Shareholders who receive a redemption in kind may incur transaction costs, if they sell such securities or property, and may receive less than the redemption value of such securities or property upon sale.

The 2 percent redemption fee referred to in the Prospectus and this SAI directly affects the amount a shareholder who is subject to the fee receives upon exchange or redemption. The redemption fee is paid directly to the applicable Fund and is intended to encourage long- term investment in the Funds, to avoid transaction and other expenses caused by early redemptions and to facilitate portfolio management. The fee is not a deferred sales charge, is not a commission paid to the Adviser or its affiliates and does not benefit the Adviser in any way. The Funds will charge a redemption fee of 2 percent of the total redemption amount if you sell or exchange your shares after holding them for less than 30 days subject to certain exceptions and limitations described in the Prospectus. The fee will be limited to the extent that any shares that are not subject to the fee (e.g., shares acquired via a dividend reinvestment) are sold or exchanged first. The longest-held shares in your account will be exchanged or redeemed first.

MANAGEMENT OF THE COMPANY

Trustees and Officers - The Role of the Board

Overall responsibility for management of the Company rests with its Board of Trustees. Like most mutual funds, the day-to-day management and operation of the Company is performed by various service providers to the Company, such as the Adviser, the Sub-Adviser, the Distributor, the Business Manager and Administrator, the Financial Administrator and Fund Accountant, the Custodian and the Transfer Agent. The Board of Trustees has appointed senior employees of certain of these service providers as officers of the Company, with responsibility for supervising actively the day-to-day operations of the Company and reporting back to the Board of Trustees on Company operations. The Board of Trustees has also appointed a Chief Compliance Officer who administers the Company’s compliance program and regularly reports to the Board of Trustees on compliance matters. From time to time, one or more members of the Board of Trustees may meet with management in less formal settings, between scheduled Board meetings, to discuss various topics. In all cases, however, the role of the Board of Trustees and any individual Trustee is one of oversight and not of active management of the day-to-day operations or affairs of the Company.

Board Structure and Leadership

The Board of Trustees has structured itself in a way that it believes allows it to perform its oversight function effectively. It has established two standing committees: an Audit Committee and a Nominating and Governance Committee. At least 75 percent of the Trustees are Independent Trustees. The Chairperson of the Board is an Independent Trustee. The Independent Chair plays a significant role in helping to set the agenda, presides over Independent Trustee sessions, and serves as a liaison between the Independent Trustees and management. The Independent Trustees, including the Independent Chair, help identify matters for consideration by the Board and follow up by management. The Independent Trustees have also engaged their own independent legal counsel to advise them on matters relating to their responsibilities in connection with the Company. Given the importance of ensuring effective, independent oversight and decision making, the Board of Trustees has adopted a principle of corporate governance requiring that whenever the Chairperson is not deemed to be an Independent Trustee, a Lead Independent Trustee will be appointed. The Board of Trustees reviews its structure no less frequently than annually. The Board of Trustees believes that its current leadership structure, including the composition of the Board and its Committees, is an appropriate means to provide effective oversight on behalf of shareholders.

Risk Oversight

As part of its oversight of the management and operations of the Company, the Board of Trustees also has a risk oversight role, which includes (without limitation) the following: (i) requesting and reviewing reports on the operations of the Funds; (ii) reviewing compliance reports and approving certain compliance policies and procedures of the Funds and their service providers; (iii) working with management to help identify key risk areas; (iv) meeting with management to consider areas of risk and to seek assurances that adequate resources are available and appropriate plans are in place to address risks; (v) meeting with service providers, including Fund auditors, to review Fund activities; and (vi) meeting with the Chief Compliance Officer and other officers of the Company and its service providers to receive information about compliance, and risk assessment and management matters and (vii) meeting regularly with independent legal counsel. This risk oversight function is exercised primarily through the Audit Committee and the full Board, and also may be exercised by the Independent Trustees during executive sessions or on an ad hoc basis. The Board of Trustees has emphasized to the Adviser the importance of maintaining rigorous risk management programs at the Adviser and other service providers. Risk management is a standing agenda item at the quarterly meetings of the Board of Trustees, and risk topics are considered at full Board meetings, Audit Committee meetings, and executive sessions of the Independent Trustees.

The Board of Trustees recognizes that not all risks which may affect the Funds can be identified, that it may not be practical or cost- effective to eliminate or mitigate certain risks, that it may be necessary for the Funds to bear certain risks (such as disclosed investment- related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and other factors, the oversight of risk management by the Board of Trustees is subject to practical limitations. Nonetheless, the Board of Trustees expects Company service providers to implement rigorous risk management programs.

Trustee Attributes

The Board of Trustees believes that each of the Trustees has the qualifications, experiences, attributes and skills (“Trustee Attributes”) appropriate to continued service as a Trustee of the Company in light of the Company’s business and structure. The Board of Trustees has established a Nominating and Governance Committee, which evaluates potential candidates based on a variety of factors. Among those factors are the particular skill sets of a potential Trustee that complement skills and expertise of existing Board members. In addition to a demonstrated record of academic, business and/or professional accomplishment, each Trustee holds values that are aligned with the Funds, and has demonstrated personal integrity, sound business judgment and involvement in community, charitable or other activities consistent with the Praxis Stewardship Investing Philosophy. In their service to the Trust, longer-serving Trustees have gained substantial insight into the operation of the Company and have demonstrated a commitment to discharging oversight duties as trustees in the interests of shareholders. Newer Trustees bring additional perspectives that contribute to the effectiveness of the Board of Trustees. The Nominating and Governance Committee annually conducts a “self-assessment” wherein the effectiveness of the Board and individual Trustees is reviewed. In conducting its annual self-assessment, the Nominating and Governance Committee has determined that the Trustees have the appropriate attributes and experience to continue to serve effectively as Trustees of the Company. Additional information about Trustee Attributes is contained in the following table, which shows the names of the Trustees and officers of the Company, their mailing addresses, birth year and their principal occupations during the past five (5) years. Each Trustee serves for an indefinite term until retirement, resignation, removal or death. The Board has adopted a policy that fixes a mandatory retirement date for the Trustees (the end of the year upon turning 72) and limits the maximum length of service on the Board (15 years).

Independent Trustees

Name, Year of Birth and Address	Position and State Date	Principal Occupation During the Past Five Years	Number of Portfolios Overseen by Trustee	Other Directorships Held by Trustee
Laura A. Berry c/o Everence Capital Management, Inc. 1110 North Main Street Goshen, IN 46528 Year of Birth: 1958	Trustee since 1/1/17	Retired; Executive Director, Interfaith Center on Corporate Responsibility (2007 – 2016)	8	0
Andy Dula c/o Everence Capital Management, Inc. 1110 North Main Street Goshen, IN 46528 Year of Birth: 1969	Trustee since 1/1/18	Chief Operating and Financial Officer at EGStoltzfus (2012 – present)	8	0
Jeffrey K. Landis c/o Everence Capital Management, Inc. 110 North Main Street Goshen, IN 46528 Year of Birth: 1969	Trustee since 4/28/16	Landis, Hunsberger, Gingrich & Weik, LLP (Law Firm) (1994 – present)	8	0
Aimee Minnich c/o Everence Capital Management, Inc. 110 North Main Street Goshen, IN 46528 Year of Birth: 1980	Trustee 1/1/20	General Counsel & Chief Impact Officer, Impact Foundation (2015-present); President & General Counsel, National Christian Foundation, Heartland (2009-2014).	8	0
Candace L. Smith c/o Everence Capital Management, Inc. 1110 North Main Street Goshen, IN 46528 Year of Birth: 1958	Chairperson since 1/1/20 Trustee since 11/16/07	Retired; Microvest Capital Management LLC 2005-2018	8	0

Interested Trustees*

Name, Year of Birth and Address

Position and State Date

Principal Occupation During the Past Five Years

Number of

Portfolios Overseen by Trustee

Other Directorships Held by Trustee

Kenneth D. Hochstetler

c/o Everence Capital Management, Inc.

1110 North Main Street

Goshen, IN 46528

Year of Birth: 1961

Trustee since 11/14/14

President and CEO of Everence Financial (August 2014 – Present); Senior Executive Vice President, Univest Corporation 1992 – July 2014

N/A

Indicates an “interested person” of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Hochstetler is deemed to be an interested person due to his senior leadership positions with the Funds’ investment adviser (Everence) and its Parent (Everence Financial).

Officers Who Are Not Trustees

Name, Year of Birth and Address	Position with the Company, Term of Office and Length of Time Served	Principal Occupation During the Past Five Years
Chad M. Horning 1110 North Main Street Goshen, IN 46528 Year of Birth: 1968	President since 3/10/15	Chief Investment Officer and Senior Vice President, Everence (2009 – present)
Marlo J. Kauffman 1110 North Main Street Goshen, IN 46528 Year of Birth: 1956	Vice President since 12/2/93; Secretary since 2/15/14	Vice President of Financial Services Operations, Everence (1981 – present); OSJ Principal, ProEquities, Inc. (1994 – present)
Trent M. Statczar 690 Taylor Road, Suite 210 Gahanna, OH 43230 Year of Birth: 1971	Treasurer since 1/1/09	Director, Foreside Management Services, LLC (formerly Beacon Hill Fund Services, Inc.) (2008 – present)
Rodney L Ruehle 690 Taylor Road, Suite 210 Gahanna, OH 43230 Year of Birth: 1968	Chief Compliance Officer since 5/15/15	Director, Foreside Management Services, LLC (formerly Beacon Hill Fund Services, Inc.) (2008 – present)
Jennifer L. Gorham 690 Taylor Road, Suite 210 Gahanna, OH 43230 Year of Birth: 1981	Assistant Secretary since 3/9/18	Director, Foreside Management Services, LLC (formerly Beacon Hill Fund Services, Inc.), 2015 to present

For the calendar year ended December 31, 2019, the dollar range of equity securities owned by each Trustee in the Funds and the Fund Complex is as follows:

Name of Trustee	Fund Name	Dollar Range of Equity Securities	Aggregate Dollar Range in Fund Complex
Independent Trustees
Laura A. Berry	Impact Bond Fund International Index Fund	$10,001 - $50,000 $10,001 - $50,000	$10,001 - $50,000
Andy Dula	Growth Portfolio Small Cap Index Fund	$1 - $10,000 $1 - $10,000	$10,001 - $50,000
Jeffrey K. Landis	Impact Bond Fund Value Index Fund Growth Index Fund Small Cap Index Fund International Index Fund	$1 - $10,000 $1 - $10,000 $1 - $10,000 $1 - $10,000 $1 - $10,000	$10,001 - $50,000
Aimee Minnich
Candace L. Smith	Impact Bond Fund Small Cap Index Fund International Index Fund	$10,001 - $50,000 $10,000 - $50,000 $10,001 - $50,000	$50,001 - $100,000
Interested Trustees
Kenneth D. Hochstetler	Impact Bond Fund Value Index Fund Growth Index Fund Small Cap Index Fund International Index Fund Growth Portfolio	$10,001 - $50,000 $50,001 - $100,000 $50,001 - $100,000 $1 - $10,000 $10,001 - $50,000 $10,001 - $50,000	Over $100,000

As of __________, 2020 the company’s Officers and Trustees, as a group, owned less than __ percent of the shares of each Fund.

Standing Committees. The Board of Trustees has established two standing committees: the Audit Committee and the Nominating and Governance Committee.

The Audit Committee is comprised solely of those Trustees who are not considered “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”). The Audit Committee, which met four (4) times during 2019, performs the following functions: (i) oversees the accounting and financial reporting policies and practices and internal controls of the Company and its Funds and, as appropriate, the internal controls of certain service providers to the Funds; (ii) oversees the quality and objectivity of the Funds’ financial statements and the independent audit thereof; (iii) acts as a liaison between the Company’s independent auditors and the full Board; and (iv) takes other appropriate actions consistent with its charter.

The Nominating and Governance Committee is comprised of all of the members of the Board of Trustees. The Nominating and Governance Committee, which met four (4) times during 2019, performs the following functions: (i) reviews periodically the governance principles established by the Board of Trustees and, if deemed appropriate, recommends changes to the principles for consideration by the Board of Trustees; (ii) evaluates the performance of the Board of Trustees and the Trust in light of the governance principles, considers whether improvements or changes are warranted, makes recommendations for any necessary or appropriate changes; and (iii) takes other appropriate actions consistent with its charter.

In addition, the Independent Trustees on the Nominating and Governance Committee (“Independent Members”) are exclusively responsible for identifying, evaluating the qualifications of and nominating all persons for appointment or election as Trustees of the Trust in accordance with specified criteria. The Independent Members will consider Independent Trustee candidates recommended by shareholders of the Trust in accordance with certain procedural requirements, which are located on the Company’s website and available upon request. The Independent Members will evaluate shareholder Trustee candidates using the same criteria applied to other Independent Trustee candidates along with certain additional requirements. The names of shareholder candidates may be submitted to the Trust’s Secretary or any member of the Committee in writing at the address of the Trust. Sufficient background information about the candidate also must be submitted to enable the Independent Members to assess the candidate’s qualifications in light of the Committee’s selection guidelines.

Ownership of Securities of Certain Entities. For the calendar year ended December 31, 2019, none of the Independent Trustees and/or their immediate family members own securities of the Adviser, the Sub-Adviser or the Distributor, or any entity directly or indirectly controlling, controlled by, or under common control with the Adviser, the Sub-Adviser or the Distributor.

Trustees who are not currently affiliated with the Adviser or the Distributor receive from the Company compensation, as follows:

●

Each Independent Trustee receives an annual retainer of $[10,000].

●

The Chairperson of the Board of Trustees is an Independent Trustee, the Chairperson of the Audit Committee and the Chairperson of the Nominating and Governance Committee each receive an additional annual retainer of $4,000.

●

The meeting attendance fee is $[2,500] per Independent Trustee.

For the fiscal year ended December 31, 2019, the Trustees received the following compensation from the Company:

Name of Trustee	Aggregate Compensation from the Company	Pension or Retirement Benefits Accrued As Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Registrant and Fund Complex Paid to Trustees
Independent Trustees
Laura Berry	$________	$0	$0	$________
Andy Dula	$________	$0	$0	$________
Karen Klassen Harder, Ph.D. ¹	$________	$0	$0	$________
Jeffrey K. Landis	$________	$0	$0	$________
Aimee Minnich ²	$________	$0	$0	$________
	$________	$0	$0	$________
Candace L. Smith	$________	$0	$0	$________
Interested Trustees
Kenneth D. Hochstetler	$0	$0	$0	$0

Effective as of December 31, 2019, Ms. Harder retired as a Trustee of the Board.

Ms. Minnich was elected as a Trustee of the Board effective January 1, 2020.

The officers of the Company receive no compensation directly from the Company for performing the duties of their offices. Foreside Financial Services, LLC received fees from the Company for acting as distributor. Its affiliate receives fees for providing the Company’s Chief Compliance Officer and Treasurer and receives fees from the Company for acting as administrator. Mr. Horning and Mr. Kauffman are employees of the Adviser and/or its affiliates. The Company, the Adviser, the Sub-Adviser and the Foreside Financial Group, LLC, on behalf of Foreside Management Services, LLC, have each adopted a Code of Ethics, pursuant to Rule 17j-1 under the 1940 Act, applicable to securities trading activities of their respective personnel. Each Code permits covered personnel to trade in securities in which the Funds may invest, subject to various restrictions and reporting requirements.

Investment Adviser

Investment advisory services are provided to the Funds by Everence Capital Management, Inc. (“Everence Capital Management” or the “Adviser”), pursuant to an Investment Advisory Agreement dated as of January 3, 1994, as amended, and renewed annually (the “Investment Advisory Agreement”). Under the Investment Advisory Agreement, the Adviser has agreed to provide investment advisory services to the Funds, as described in the Prospectus. For the services provided pursuant to the Investment Advisory Agreement, each of the Funds pays the Adviser a fee computed daily and paid monthly, at an annual rate, calculated as a percentage of the average daily net assets of that Fund as set forth below:

Fund	Percentage of Average Daily Net Assets
Impact Bond Fund	0.40%
International Index Fund	0.53% up to $100 million, and 0.41% over $100 million up to $500 million, and 0.38% over $500 million.
Value Index Fund	0.30%
Growth Index Fund	0.30%
Small Cap Index Fund	0.30%
Genesis Growth Portfolio	0.05%
Genesis Balanced Portfolio	0.05%
Genesis Conservative Portfolio	0.05%

The Adviser has entered into an expense limitation agreement with respect to the Funds in the below table until April 30, 2021, which can be terminated by a vote of the Board of Trustees of the Fund if they deem the termination to be beneficial to the Fund shareholders. Pursuant to this agreement, the Adviser has agreed to waive fees and/or reimburse expenses (excluding acquired fund fees and expenses, brokerage costs, interest, taxes, dividends, fees paid to vendors providing fair value pricing and fund compliance services, Trustees fees and expenses, legal fees and expenses, costs relating to such services and extraordinary expenses) to the extent necessary in order to limit the Total Annual Fund Operating Expenses of Class A Shares of each Fund to the following percentages of average daily net assets:

Fund	Class A Shares
Small Cap Index Fund	1.10%
Genesis Growth Portfolio	0.60%
Genesis Balanced Portfolio	0.60%
Genesis Conservative Portfolio	0.60%

These Funds have agreed to repay the Adviser for the amounts waived and/or reimbursed by the Adviser pursuant to each Fund’s expense limitation agreement provided that such repayment does not cause the Total Annual Fund Operating Expenses of the relevant class of shares to exceed the agreed upon expense limitation shown in the table above or any expense limitation then in effect and the repayment is made within three years after the year in which the Adviser incurred the expense.

The total investment advisory fees earned by the Adviser for the last three (3) fiscal years are as follows:

Fund*	Fiscal Year Ended December 31, 2019	Fiscal Year Ended December 31, 2018		Fiscal Year Ended December 31, 2017
Impact Bond Fund		$	2,117,220	$	1,960,555
International Index Fund		$	1,380,520	$	1,372,658
Value Index Fund		$	578,442	$	526,830
Growth Index Fund		$	812,236	$	707,063
Small Cap Index Fund		$	173,791	$	148,016
Genesis Conservative Portfolio		$	11,413	$	11,060
Genesis Balanced Portfolio		$	37,106	$	34,175
Genesis Growth Portfolio		$	32,552	$	29,751

The total investment advisory fees waived or assumed by the Adviser for the last three (3) fiscal years are as follows:

Fund*	Fiscal Year Ended December 31, 2019	Fiscal Year Ended December 31, 2018		Fiscal Year Ended December 31, 2017
Impact Bond Fund		$	6,169	$	43,249
International Index Fund		$	-	$	--
Value Index Fund		$	-	$	--
Growth Index Fund		$	-	$	-
Small Cap Index Fund		$	19,950	$	27,926
Genesis Conservative Portfolio		$	7,745	$	6,410
Genesis Balanced Portfolio		$	-	$	-
Genesis Growth Portfolio		$	-	$	-

The Adviser has retained Aperio Group, LLC (“Aperio” or a “Sub-Adviser”) as investment sub-adviser to the International Index Fund. The main offices of Aperio are located at Three Harbor Drive, Suite 315, Sausalito, California 94965. As of December 31, 2019, Aperio managed over $________ of assets. For the services provided pursuant to the current Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a fee computed daily and paid monthly, at an annual rate of thirteen one-hundredths of one percent (0.13 percent) of the International Index Fund’s average daily net assets. The total annual minimum compensation will not be less than $100,000. For the fiscal years ended December 31, 2019, 2018 and 2017, the Adviser paid to the Sub-Adviser $_____________, $ 428,932, and $455,258, respectively.

Unless sooner terminated, the Investment Advisory Agreement will continue in effect as to each Fund from year to year if such continuance is approved at least annually by the Board of Trustees or by vote of a majority of the outstanding Shares of the relevant Fund (as defined under “ADDITIONAL INFORMATION — Vote of a Majority of the Outstanding Shares” in this SAI), and a majority of the Trustees who are not parties to the Investment Advisory Agreement or interested persons (as defined in the 1940 Act) of any party to the Investment Advisory Agreement by votes cast in person at a meeting called for such purpose.

The Investment Advisory Agreement and Sub-Advisory Agreement each provide that the Adviser and the Sub-Adviser, as applicable, shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the performance of the Investment Advisory Agreement or Sub-Advisory Agreement, as applicable, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser or the Sub-Adviser, as applicable, in the performance of its duties, or from reckless disregard by the Adviser or the Sub-Adviser, as applicable, of its duties and obligations thereunder.

The Adviser and/or its affiliates may pay out of their own assets and legitimate profits compensation to broker-dealers and other persons for the sale and distribution and/or for the servicing of shares of the Funds. This compensation consists of payments over and above the sales charges (and any applicable Rule 12b-1 fees) and service fees paid by the Funds, or may be made to supplement commissions re- allowed to dealers. For affiliated persons, this compensation may take the form of incentives for health benefits and deferred compensation. To earn incentives, the Adviser may combine Fund sales with sales of other products offered by the Adviser and/or its affiliates, including insurance products. In addition, the Adviser may make payments, in the form of intra- company payments, out of its own assets and legitimate profits and at no additional costs to the Funds or shareholders, to its affiliates in consideration of the assets invested in the Funds through that affiliate and ongoing shareholder services provided by that affiliate to shareholders.

Portfolio Managers Adviser

Dale Snyder serves as a portfolio manager of the Adviser responsible for the day-to-day management of the Value Index Fund, Growth Index Fund, Small Cap Index Fund, Genesis Conservative Portfolio’s, Genesis Balanced Portfolio’s, and Genesis Growth Portfolio’s investments. In addition to these six (6) Funds, Mr. Snyder manages ___ other accounts. The table below indicates the accounts over which Mr. Snyder has day-to-day investment responsibility. All information in the table is as of December 31, 2019. For purposes of the table, “Other Pooled Investment Vehicles” includes other investment companies and folios (internet platform with personalized baskets of securities where the shareholders own the underlying securities).

Name

Other Accounts Managed by the Portfolio Manager

Dale Snyder

Registered Investment Companies: ____

Other Pooled Investment Vehicles: ____.

Other Accounts: ____.

The ______ pooled investment vehicles overseen by Mr. Snyder include a growth model folio and value model folio provided exclusively to Folio Institutional, for the use with its clients. These folios have investment objectives similar to the investment objectives of the Growth Index Fund and the Value Index Fund, respectively, but hold significantly fewer securities than the Funds. The folios, or model portfolios, are updated periodically and are provided to Folio Institutional, who may choose to alter the holdings and/or weightings of the securities in the models to suit client needs.

________ of the accounts managed by Mr. Snyder include Everence Trust Company accounts, none of which are managed against Bloomberg Barclays Aggregate Bond Index, which is the established benchmark for the Impact Bond Fund. Mr. Snyder also manages one account for the Mennonite Foundation. The other accounts managed by Mr. Snyder include the following: Everence Insurance Company and the Everence Association Inc. Mr. Snyder purchases some of the same securities for the Impact Bond Fund and potentially for any of the other fixed income accounts managed.

When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are discussed below. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. The Adviser has adopted a Trading Aggregation or “Bunched Trades” Policy and Procedures (the “Trading Policy”) that prohibit unfair trading practices and seek to avoid any conflicts of interests.

● A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation on the initial public offering. The Adviser may aggregate trades when it deems a particular security appropriate for multiple clients and in order to obtain best execution for its clients. Under the Trading Policy, shares are allocated on a pro rata basis in cases where the order placed with a broker is only partially filled, unless the pro-rata amount allocated to an individual account is an uneconomic lot size because it is fewer than 25 shares.

● A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. Pursuant to the Trading Policy, all accounts managed by the Adviser or a Sub-Adviser, as applicable, that are aggregated receive the average share price of all of the transactions executed for the Adviser or Sub-Adviser, as applicable, of that security on that business day and share transaction costs (e.g., commissions, SEC fees) pro-rata based on each client’s participation in the aggregated transaction.

● A portfolio manager may favor an account if the portfolio manager’s compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager’s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if the Adviser receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager’s compensation. The Trading Policy is designed to address this conflict of interest.

● A portfolio manager may favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. The Adviser’s and Sub-Adviser’s Codes of Ethics imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager has a personal interest, direct or indirect, in order to confirm that such accounts are not favored over other accounts.

Mr. Snyder is compensated on the basis of a salary for his management of the Value Index Fund, Growth Index Fund, Small Cap Index Fund, Genesis Conservative Portfolio’s, Genesis Balanced Portfolio’s, and Genesis Growth Portfolio and his role in assisting the Impact Bond Fund managers. Base salary is developed using the same criteria employed in determining salary classifications for all employees of the Adviser, as well as the Adviser’s parent, Everence Holdings, Inc. The four factors that determine salary classification for the portfolio managers is: (i) Knowledge and Skills (measurable amount of knowledge required to perform the duties of the job and the breadth and depth of knowledge needed); (ii) Decisions and Actions required (this factor measures the need for the ability to exercise judgment and to effect independent decisions and actions); (iii) Relationships Responsibility (measures the requirements for the ability to meet and deal with others effectively as indicated by the nature, scope and importance of the relationships that are necessary for satisfactory performance); and (iv) Supervisory Responsibility (measures the degree to which the employee is required to plan, organize, direct or supervise the work of others in the organization).

The Adviser also contributes to a defined contribution qualified plan on behalf of all employees. In addition, the Adviser offers a 401(k) plan to employees in which it provides a partial match of employee contributions up to a stated amount. There are no deferred compensation plans established for the Adviser’s portfolio managers.

There is no asset growth-based incentive offered to the portfolio manager.

Benjamin Bailey and Chris Woods both serve as portfolio managers of the Adviser responsible for the day-to-day management of the Impact Bond Fund’s investments. Mr. Bailey also serves as a portfolio manager on the Genesis Conservative Portfolio’s, Genesis Balanced Portfolio’s, and Genesis Growth Portfolio’s investments. Besides the Impact Bond Fund, Genesis Conservative Portfolio, Genesis Balanced Portfolio and Genesis Portfolio, as of December 31, 2019, Mr. Bailey and Mr. Woods managed _____ other accounts. The table below indicates as of December 31, 2019, the accounts over which Messrs. Bailey and Woods had day-to-day investment responsibility.

Name

Other Accounts Managed by the Portfolio Manager

Benjamin Bailey

Registered Investment Companies: ____

Other Pooled Investment Vehicles: ____

Other Accounts: _____

Chris Woods

Registered Investment Companies: ____

Other Pooled Investment Vehicles: ____

Other Accounts: ____

______ of the accounts managed by Mr. Bailey and Mr. Woods include Everence Trust Company accounts, none of which are managed against Bloomberg Barclays Aggregate Bond Index, which is the established benchmark for the Impact Bond Fund. Mr. Bailey and Mr. Woods also manage one account for the Mennonite Foundation. The other accounts managed by Mr. Bailey and Mr. Woods include the following: Everence Insurance Company and the Everence Association Inc. Mr. Bailey and Mr. Woods purchase some of the same securities for the Impact Bond Fund and potentially for any of the other accounts managed.

In cases where a portfolio manager is responsible for the management of more than one account, particularly when the portfolio manager has a financial incentive to favor one account over another, the potential arises for the portfolio manager to favor one account over another. The principal types of conflicts of interest are described above.

Messrs. Bailey and Woods are compensated on the basis of a salary plus performance bonus for their management of the Impact Bond Fund. Base salaries are developed using the same criteria employed in determining salary classifications for all employees of the Adviser, as well as the Adviser’s parent, Everence Holdings, Inc. The four factors that determine salary classification for the portfolio managers are: (i) Knowledge and Skills (measurable amount of knowledge required to perform the duties of the job and the breadth and depth of knowledge needed); (ii) Decisions and Actions required (this factor measures the need for the ability to exercise judgment and to effect independent decisions and actions); (iii) Relationships Responsibility (measures the requirements for the ability to meet and deal with others effectively as indicated by the nature, scope and importance of the relationships that are necessary for satisfactory performance); and (iv) Supervisory Responsibility (measures the degree to which the employee is required to plan, organize, direct or supervise the work of others in the organization). The bonus for the Impact Bond Fund is structured in a manner that balances the short term (one-year) and longer term (three-year and five-year) investment performance.

Aperio

The portfolio managers of Aperio primarily responsible for the day-to-day management of the International Index Fund’s reinvestments are Ran Leshem, Michael Branch and Annie Tan. In addition, Messrs. Leshem and Branch and Ms. Tan manage other accounts on behalf of the Sub-Adviser. The table below indicates the accounts over which each has day-to-day investment responsibility. All information in the table is as of December 31, 2019.

Name

Other Accounts Managed by the Portfolio Manager

Michael Branch

Registered Investment Companies: ____

Other Pooled Investment Vehicles: ____

Other Accounts: ____

Annie Tan

Registered Investment Companies: ____

Other Pooled Investment Vehicles: ____

Other Accounts: ____

Ran Leshem

Registered Investment Companies____

Other Pooled Investment Vehicles: ____

Other Accounts: ____

Aperio manages accounts for many different clients and has a fiduciary duty to place its clients’ interests ahead of its own under all circumstances, and to not favor one client over another. In order to balance any competing interests that may exist, the procedures for managing accounts are required to be applied consistently across all accounts. Specifically, Aperio manages all accounts separately and transacts only in seasoned liquid securities, and does not participate in Initial Public Offerings. Trades are executed separately as well, which eliminates the possible conflict that can occur when allocating security trades across multiple accounts. In addition, Aperio does not receive incentive-based fees on any account.

The prioritizing of when accounts are traded is determined by the requirements of each account, including, for example, the need to manage cash flows into and out of an account, reinvest cash from income and corporate actions, tax considerations, changes in account composition due to screening, and opportunities for improvement in tracking error relative to the benchmark consistent with account objectives and guidelines. While the timing of when an account is rebalanced may affect the price at which securities are traded in a particular account, the order of rebalancing is determined by the prioritization described above and not by any market timing considerations.

Aperio also monitors the securities transactions of each company employee in order evaluate potential conflicts of interest with clients in connection with an employee’s personal trading activities.

Aperio seeks to provide a competitive base salary plus bonus system of compensation for all employees. Bonus awards are highly dependent on overall firm profitability and individual contribution, and are awarded annually. In addition, the firm provides additional long term compensation for key staff members. As an index firm, compensation is not linked to portfolio performance. Portfolio managers also receive health insurance, vision and retirement plan benefits (i.e., 401(k) plan matching) in the same manner as all other salaried employees.

The following table sets forth the dollar range of shares beneficially owned by each of the Fund’s portfolio managers as of December 31, 2019:

Name of Portfolio Manager	Dollar Range of Equity Securities in the Fund Managed by the Portfolio Manager*
Dale Snyder
Benjamin Bailey
Chris Woods
Ran Leshem
Michael Branch
Annie Tan

Portfolio Transactions

Pursuant to the Investment Advisory Agreement and the Investment Sub-Advisory Agreement, the Adviser or a Sub-Adviser, as appropriate, determines, subject to the general supervision of the Board of Trustees of the Company and in accordance with each Fund’s investment objectives and restrictions, which securities are to be purchased and sold by a Fund and which brokers are to be eligible to execute such Fund’s portfolio transactions. Purchases and sales of portfolio securities with respect to the Funds usually are principal transactions in which portfolio securities are normally purchased directly from the issuer or from an underwriter or market maker for the securities. Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked price. Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Adviser and the Sub-Adviser, where possible, will deal directly with dealers who make a market in the securities involved except in those circumstances where better price and execution are available elsewhere.

The selection of a broker or dealer to execute portfolio transactions is made by the Adviser or the appropriate Sub-Adviser. In executing portfolio transactions and selecting brokers or dealers, the principal objective is to seek best execution. The factors that may be considered in assessing the best execution available for any transaction, include the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, the reasonableness of the commission, if any, and the value of research services. Such research services may include full access to the brokerage firms’ fundamental, quantitative and strategic research via their websites and frequent e-mails, as well as personal contact with the brokerage firm personnel. Such information may be useful to the Adviser or the Sub-Adviser in serving both the Funds and other clients and, conversely, supplemental information obtained by the placement of business of other clients may be useful to the Adviser or the Sub-Adviser in carrying out their obligations to the Funds. In selecting brokers, the Adviser retains the right to impose its ethical investment guidelines.

While the Adviser and the Sub-Adviser generally seeks competitive commissions, the Company may not necessarily pay the lowest commission available on each brokerage transaction, for the reasons discussed above.

Total brokerage commissions paid for the last three (3) fiscal years are as follows:

Fund*	Fiscal Year Ended December 31, 2019	Fiscal Year Ended December 31, 2018		Fiscal Year Ended December 31, 2017
Impact Bond Fund		$	—	$	—
International Index Fund		$	61,824	$	25,511
Value Index Fund		$	20,306	$	21,168
Growth Index Fund		$	19,598	$	17,476
Small Cap Index Fund		$	34,088	$	48,358
Genesis Conservative Portfolio		$	—	$	—
Genesis Balanced Portfolio		$	—	$	—
Genesis Growth Portfolio		$	—	$	—

No commissions were paid to any affiliate of the Funds, the Adviser or Aperio.

Except as permitted by applicable laws, rules and regulations, neither the Adviser nor the Sub-Adviser will, on behalf of the Funds, execute portfolio transactions through, acquire portfolio securities issued by or enter into repurchase or reverse repurchase agreements with the Adviser, the Sub-Adviser, the Distributor, or any of their affiliates, and will not give preference to the Adviser’s or the Sub-Adviser’s affiliates with respect to such transactions, securities, repurchase agreements and reverse repurchase agreements.

Investment decisions for each Fund are made independently from those for the other Funds or any other investment company or account managed by the Adviser or the Sub-Adviser. Any such other fund, investment company or account may also invest in the same securities as the Funds. When a purchase or sale of the same security is made by the Adviser or a Sub-Adviser at substantially the same time on behalf of a Fund and either another Fund or another investment company or account managed by the Adviser or Sub-Adviser, the transaction will generally be averaged as to price, and available investments will be allocated as to amount in a manner which the Adviser or the Sub-Adviser, as appropriate, believes to be equitable to the Fund(s) and such other fund, investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained by a Fund. Prices received by one of the advisory firms will not necessarily be the same as those received by the other firms. To the extent permitted by law, the Adviser or Sub-Adviser may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for another Fund or for other investment companies or accounts managed by it in order to obtain best execution. In making investment recommendations for the Funds, neither the Adviser nor the Sub-Adviser will inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Funds is a customer of the Adviser, the Sub-Adviser or their parents, subsidiaries or affiliates, and, in dealing with its customers, neither the Adviser, the Sub-Adviser, nor their parents, subsidiaries or affiliates will inquire or take into consideration whether securities of such customers are held by the Funds.

Business Manager and Administrator

Effective March 1, 2016, Beacon Hill Fund Services, Inc. (“Beacon Hill”), has served as the Trust’s Business Manager and Administrator. Beacon Hill and the Trust have entered into a Services Agreement for Trust & Regulatory Governance with respect to the Funds. This Agreement supplemented and replaced the prior Fund Compliance Services Agreement and Financial Controls Services Agreement with Beacon Hill. Effective August 1, 2016, Foreside Management Services, LLC (“Foreside”), through an assignment from Beacon Hill, assumed the role of the Trust’s business manager and administrator in connection with the acquisition of Beacon Hill by Foreside Financial Group, LLC. Pursuant to the terms of the Agreement, Foreside, as business manager and administrator for the Trust, performs and coordinates all management and administration services for the Trust either directly or through working with the Trust’s service providers. Services provided under the Agreement by Foreside include, but are not limited to coordinating and monitoring activities of the third party service providers to the Funds; serving as officers of the Trust, including but not limited to Chief Compliance Officer, Anti-Money Laundering Officer, Treasurer and others as are deemed necessary and appropriate; performing compliance services for the Trust, including maintaining the Trust compliance program as required under the 1940 Act; managing the process of filing amendments to the Trust’s registration statement and other reports to shareholders; coordinating the Board meeting preparation process; reviewing financial filings and filing with the Securities and Exchange Commission; and maintaining books and records in accordance with applicable laws and regulations.

Effective March 1, 2016, pursuant to the terms of the Master Services Agreement between Foreside and Ultimus Fund Solutions, LLC (“Ultimus”), Ultimus provides various administrative and fund accounting services to the Fund, which include (i) computing the Fund’s net asset value for purposes of the sale and redemption of its shares, (ii) computing the Fund’s dividend payables, (iii) preparing certain periodic reports and statements, and (iv) maintaining the general ledger accounting records for the Fund.

For the fiscal years ended December 31, 2017, 2018 and 2019, each Fund paid Foreside a monthly administrative service fee based on its average daily net assets, plus out-of-pocket expenses. Foreside received the following administrative fees for the last fiscal year:

Fund*	Fiscal Year Ended December 31, 2019	Fiscal Year Ended December 31, 2018		Fiscal Year Ended December 31, 2017
Impact Bond Fund		$	278,296	$	269,559
International Index Fund		$	146,429	$	138,081
Value Index Fund		$	101,360	$	96,538
Growth Index Fund		$	142,328	$	129,558
Small Cap Index Fund		$	30,381	$	27,136
Genesis Conservative Portfolio		$	6,847	$	6,636
Genesis Balanced Portfolio		$	22,264	$	20,512
Genesis Growth Portfolio		$	19,532	$	17,857

Transfer Agent

U.S. Bank Global Fund Services (“U.S. Bank”), P.O. Box 701, Milwaukee, WI 53201-0701, serves as the transfer agent of the Company’s shares. As transfer agent, U.S. Bank maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of the Funds’ shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions. For providing transfer agent and shareholder services to the Fund, U.S. Bank receives a monthly per account fee from the Company, plus out-of-pocket expenses.

Distributor

Foreside Financial Services, LLC (formerly known as BHIL Distributors, LLC) (the “Distributor”), Three Canal Plaza, Suite 100, Portland, Maine 04101, serves as the Company’s principal underwriter for the distribution of shares of the Funds. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Company.

The Distributor may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Funds. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Fund and/or the Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Fund.

Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase shares. Investors purchasing shares of the Fund through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although customers may have the right to vote shares depending upon their arrangement with the intermediary. The Distributor does not receive compensation from the Funds for its distribution services. The Adviser pays the Distributor a fee for certain distribution-related services.

The total front-end sales charges received and subsequently re-allowed to other parties by the Distributor on behalf of the Funds for the last three (3) fiscal years are as follows:

	Fiscal Year Ended 12/31/2019	Fiscal Year Ended 12/31/2018	Fiscal Year Ended 12/31/2017
Impact Bond Fund Class A
Front-end Sales Charges Received by Distributor		$26,161	$30,276
Front-end Sales Charges Re-allowed to other Dealers		$20,969	$24,604
International Index Fund Class A
Front-end Sales Charges Received by Distributor		$9,253	$5,081
Front-end Sales Charges Re-allowed to other Dealers		$7,581	$4,365
Value Index Fund Class A
Front-end Sales Charges Received by Distributor		$16,188	$16,581
Front-end Sales Charges Re-allowed to other Dealers		$12,196	$13,844
Growth Index Fund Class A
Front-end Sales Charges Received by Distributor		$54,895	$62,195
Front-end Sales Charges Re-allowed to other Dealers		$46,713	$54,514
Small Cap Index Fund Class A
Front-end Sales Charges Received by Distributor		$2,909	$3,418
Front-end Sales Charges Re-allowed to other Dealers		$2,375	$2,670
Genesis Conservative Portfolio
Class A
Front-end Sales Charges Received by Distributor		$29,910	$53,861
Front-end Sales Charges Re-allowed to other Dealers		$25,682	$46,203
Genesis Balanced Portfolio Class A
Front-end Sales Charges Received by Distributor		$168,924	$154,442
Front-end Sales Charges Re-allowed to other Dealers		$143,391	$135,038
Genesis Growth Portfolio Class A
Front-end Sales Charges Received by Distributor		$194,419	$191,483
Front-end Sales Charges Re-allowed to other Dealers		$166,121	$168,702

As described in the Prospectus, the Company has adopted a Distribution Services Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to Class A Shares offered by the Funds in order to pay for distribution related activities. Pursuant to the Plan for Class A Shares, the Class A Shares pay a 12b-1 fee of up to 0.50 percent of the average daily net assets of the applicable Fund’s assets attributable to Class A Shares, and up to 0.25 percent of these fees may be used for general distribution purposes and up to 0.25 percent may be used as a “service fee” as defined under applicable FINRA rules. The Trustees have currently authorized the Funds to charge no more than

0.25 percent as a 12b-1 fee.

Below are the amounts paid under the Plans for the identified goods and services during the fiscal year ended December 31, 2019:

Impact Bond Fund A Shares
Amounts Remitted to Non-Affiliated Broker-Dealers for Distribution Services (“Distribution Services”)
Amounts Retained by Distributor for Distributor Services (“Distributor Services”)
International Index Fund A Shares
Distribution Services
Distributor Services
Value Index Fund A Shares
Distribution Services
Distributor Services
Growth Index Fund A Shares
Payments to Non-affiliated Broker Dealers for
Distribution Services
Distributor Services
Small Cap Index Fund A Shares
Payments to Non-affiliated Broker Dealers for
Distribution Services
Distributor Services
Genesis Conservative Portfolio A Shares
Payments to Non-affiliated Broker Dealers for
Distribution Services
Distributor Services
Genesis Balanced Portfolio A Shares
Payments to Non-affiliated Broker Dealers for
Distribution Services
Distributor Services
Genesis Growth Portfolio A Shares
Payments to Non-affiliated Broker Dealers for
Distribution Services
Distributor Services

Financial Intermediaries

The Funds have authorized certain financial intermediaries to accept purchase and redemption orders on their behalf. A Fund will be deemed to have received a purchase or redemption order when a financial intermediary or its designee accepts the order. These orders will be priced at the NAV next calculated after the order is accepted.

The Funds may enter into agreements with financial intermediaries under which the Funds pay the financial intermediaries for services, such as networking, sub-transfer agency and/or omnibus recordkeeping. Payments made pursuant to such agreements generally are based on either (a) a percentage of the average daily net assets of clients serviced by such financial intermediaries, or (b) the number of accounts serviced by such financial intermediary. Any payments made pursuant to such agreements are in addition to, rather than in lieu of, distribution plan expenses (“Rule 12b-1 fees”) and shareholder servicing fees that a financial intermediary may be receiving under an agreement with the Distributor. The Adviser may pay a portion of the fees for networking, sub-transfer agency and/or omnibus accounting at its own expense and out of its legitimate profits.

Payment of Additional Cash Compensation

On occasion, the Adviser may make payments out of its respective resources and legitimate profits, which may include profits the Adviser derives from investment advisory fees paid by the Funds, to financial intermediaries as incentives to market the Funds, to cooperate with the Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the sales charges, Rule 12b-1 fees, and payments to financial intermediaries as discussed above. The payments are made pursuant to agreements between financial intermediaries and the Adviser and do not affect the price investors pay to purchase shares of a Fund, the amount a Fund will receive as proceeds from such sales, or the amount of Rule 12b-1 fees and other the expenses paid by a Fund.

Additional cash compensation payments may be used to pay financial intermediaries for: (a) transaction support, including any one- time charges for establishing access to Fund shares on particular trading systems (known as “platform access fees”); (b) program support, such as expenses related to including the Funds in retirement programs, fee-based advisory or wrap fee programs, fund supermarkets, bank or trust company products, and/or insurance programs (e.g. , individual or group annuity contracts); (c) placement by a financial intermediary on its offered, preferred, or recommended fund list; (d) marketing support, such as providing representatives of the Adviser or Distributor access to sales meetings, sales representatives and management representatives; (e) firm support, such as business planning assistance, advertising, and assistance with educating sales personnel about the Funds and shareholder financial planning needs; (f) providing shareholder and administrative services; (g) providing other distribution-related or asset retention services; and (h) with respect to affiliated persons only, health benefits and deferred compensation.

Additional cash compensation payments generally are structured as basis point payments on gross or net sales or, in the case of platform access fees, fixed dollar amounts.

For the year ended December 31, 2019 the following broker-dealers offering shares of the Funds, and/or their respective affiliates, received additional cash compensation or similar distribution related payments from the Adviser for providing marketing and program support, administrative services, and/or other services as described above: Ameriprise, Ascensus, Charles Schwab & Co., CUNA, Fidelity, LPL, Merrill Lynch, Pershing, Raymond James, TIAA, UBS, U.S. Bank and Wells Fargo.

Any additions, modifications, or deletions to this list that may have occurred since December 31, 2019 are not reflected. In addition to member firms of the Financial Industry Regulatory Authority, the Adviser or Distributor also reserves the ability to make payments, as described above, to other financial intermediaries that sell or provide services to the funds and shareholders, such as banks, insurance companies, and plan administrators. These firms are not included in this list. You should ask your financial intermediary whether it receives additional cash compensation payments, as described above, from the Adviser or Distributor or their respective affiliates.

The Adviser, or its affiliates also may pay non-cash compensation to financial intermediaries and their representatives in the form of: (a) occasional gifts; (b) occasional meals, tickets or other entertainment; and/or (c) sponsorship support of regional or national conferences or seminars. Such non-cash compensation will be made subject to applicable law.

Custodian

Effective November 26, 2018, U. S. Bank Global Fund Services (“U.S. Bank”), 1555 N. Rivercenter Drive., MK-WI-S302, Milwaukee, Wisconsin 53212, serves as custodian (the “Custodian”) to the Company pursuant to the Custody Agreement between the Company and the Custodian (the “Custody Agreement”). Prior to November 26, 2018, JPMorgan Chase Bank, N.A. served as custodian. The Custodian’s responsibilities include safeguarding and controlling each Fund’s cash and securities, handling the receipt and delivery of securities and collecting income on each Fund’s investments. In consideration of such services, each of the Funds pays the Custodian an annual fee plus fixed fees charged for certain portfolio transactions and out-of-pocket expenses. Rules adopted under the 1940 Act permit the Company to maintain its foreign securities and cash in the custody of certain eligible foreign banks and securities depositories. Pursuant to those rules, the Custodian may enter into sub-custodial agreements for the holding of each Fund’s foreign securities.

Unless sooner terminated, the Custody Agreement will continue in effect until terminated by the Company upon 90 days’ advance written notice to other party.

Independent Registered Public Accounting Firm

Cohen & Company, Ltd., with principal offices at 1350 Euclid Ave., Suite 800, Cleveland, Ohio 44115 serves as the independent registered public accounting firm for the Funds. Prior to December 31, 2017, Ernst & Young LLP, with principal offices at 312 Walnut Street, Suite 1900, Cincinnati, Ohio 45202 served as the independent registered public accounting firm for the Funds.

Legal Counsel

Dechert LLP, 90 State House Square, 12th Floor, Hartford, CT 06103, serves as counsel to the Company and its Independent Trustees.

ADDITIONAL INFORMATION

Description of Shares

The Company was organized on September 30, 1993 as a Delaware statutory trust. The Company’s Agreement and Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares, which are shares of beneficial interest, with a par value of $0.01 per share (the “Shares”). The Company presently has 8 separate investment portfolios (or series) of Shares. The Company’s Agreement and Declaration of Trust authorizes the Board of Trustees to divide or re-divide any unissued Shares of the Company into one or more additional investment portfolios (or series) by setting or changing in any one or more respects their respective preferences, conversion or other rights, voting power, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption.

Shares have no subscription or preemptive rights and only such conversion or exchange rights as described in the Prospectus. When issued for payment as described in the Prospectus and this SAI, the Shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Company, shareholders of a Fund are entitled to receive the assets available for distribution belonging to that Fund and a proportionate distribution, based upon the relative asset values of the respective Funds, of any general assets not belonging to any particular Fund that are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company, such as the Company, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding Shares of each Fund affected by the matter. For purposes of determining whether the approval of a majority of the outstanding Shares of a Fund will be required in connection with a matter, a Fund will be deemed to be affected by a matter unless it is clear that the interests of each Fund in the matter are identical, or that the matter does not affect any interest of the Fund. Under Rule 18f-2, the approval of an investment advisory agreement or any change in fundamental investment policy would be effectively acted upon with respect to a Fund only if approved by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also provides that the ratification of an independent registered public accounting firm, the approval of principal underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Company voting without regard to each Fund separately.

Vote of a Majority of the Outstanding Shares

As used in the Prospectus and this SAI, a “vote of a majority of the outstanding Shares” of a Fund means the affirmative vote, at a meeting of shareholders duly called, of the lesser of: (a) 67 percent or more of the votes of Shareholders of that Fund present at a meeting at which the holders of more than 50 percent of the votes attributable to Shareholders of record of that Fund are represented in person or by proxy; or (b) the holders of more than 50 percent of the outstanding votes of Shareholders of that Fund.

Proxy Voting Policies and Procedures

The Board of Trustees has delegated responsibility for voting proxies relating to each Fund’s portfolio securities to the Adviser, in accordance with the Funds’ proxy voting policies and procedures and subject to the Board’s continuing oversight. Under this delegate authority, the Adviser is responsible for exercising the voting rights associated with the securities purchased and held by the Funds. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available free of charge, upon request, by calling (800) 977-2947 or is available on the Praxis Mutual Funds website and on the SEC’s website at www.sec.gov.

Additional Tax Information

The following is a general discussion only, as of the date of this SAI, which is subject to change. It does not constitute tax advice.

Taxation of the Funds. Each Fund has elected and intends to qualify annually to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

To qualify as a regulated investment company, each Fund must, among other things: (a) derive in each taxable year at least 90 percent of its gross income from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies or other income derived with respect to its business of investing in such stock, securities or currencies, or net income from interests in qualified publicly traded partnerships; (b) diversify its holdings so that, at the end of each quarter of the taxable year: (i) at least 50 percent of the market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5 percent of the value of the Fund’s total assets and not greater than 10 percent of the outstanding voting securities of such issuer; and (ii) not more than 25 percent of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers controlled by the Fund and engaged in the same, similar or related trades or businesses or the securities of one or more qualified publicly traded partnerships; and (c) distribute an amount at least equal to the sum of 90 percent of its investment company taxable income (which includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses) and 90 percent of its net tax-exempt interest income each taxable year.

As a regulated investment company, each Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, that it distributes to Shareholders. Each Fund intends to distribute to its Shareholders, at least annually, substantially all of its investment company taxable income and net capital gains. Amounts, other than tax-exempt interest, not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4 percent excise tax. To prevent imposition of the excise tax, each Fund must distribute during each calendar year an amount at least equal to the sum of: (1) 98 percent of its ordinary income (taking into account certain deferrals and elections) for the calendar year; (2) 98 percent of its capital gains in excess of its capital losses (adjusted for certain ordinary losses, as prescribed by the Code) for the one-year period ending on October 31 of the calendar year; and (3) any ordinary income and capital gains for previous years that were not distributed during those years. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by a Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to Shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To prevent application of the excise tax, each Fund intends to make its distributions in accordance with the calendar year distribution requirement.

If for any taxable year a Fund fails to qualify as a regulated investment company, the Fund will be subject to U.S. federal income tax on its taxable income (with no deduction for distributions to shareholders), and Fund distributions will be taxable to shareholders as ordinary dividends to the extent of the Fund’s earnings and profits.

Distributions. Dividends paid out of a Fund’s investment company taxable income generally will be taxable to a U.S. Shareholder as ordinary income. A portion of income from either the Value Index Fund’s, Growth Index Fund’s, Small Cap Index Fund’s, International Index Fund’s, Genesis Conservative Portfolio’s, Genesis Balanced Portfolio’s or Genesis Growth Portfolio’s income may consist of dividends paid by U.S. corporations, and, accordingly, a portion of the dividends paid by these Funds may be eligible for the corporate dividends- received deduction (provided that certain holding period and other requirements are met). A portion of the dividends received by individual Shareholders from certain Funds may be treated as “qualified dividend income” which is taxable to individuals at the same rates that are applicable to long-term capital gains. A Fund distribution is treated as qualified dividend income to the extent that the Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met. Fund distributions generally will not qualify as qualified dividend income to the extent attributable to interest, capital gains, REIT distributions and, in many cases, distributions from non-U.S. corporations.

Distributions of net capital gains, if any, designated as capital gain dividends will generally be taxable to shareholders as long-term capital gains, regardless of how long the shareholder has held a Fund’s Shares, and are not eligible for the dividends-received deduction.

For federal tax purposes, distributions received from a Fund will be treated as described above whether received in cash or in additional shares. Shareholders will be notified annually as to the U.S. federal tax status of distributions.

Medicare Tax. An additional 3.8 percent Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Original Issue Discount Securities. Investments by a Fund in securities that are issued at a discount will result in income to the Fund equal to a portion of the excess of the face value of the securities over their issue price (the “original issue discount”) each year that the securities are held, even though the Fund receives no cash interest payments. This income is included in determining the amount of income which the Fund must distribute to maintain its status as a regulated investment company and to avoid the payment of federal income tax and the 4 percent excise tax.

Some of the debt securities that may be acquired by a Fund in the secondary market may be treated as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt security. Market discount generally accrues in equal daily installments. A Fund may make one or more of the elections applicable to debt securities having market discount, which could affect the character and timing of recognition of income.

Options and Hedging Transactions. The taxation of equity options and over-the-counter options on debt securities is governed by Code Section 1234. Pursuant to Code Section 1234, the premium received by a Fund for selling a put or call option is not included in income at the time of receipt. If the option expires, the premium is short-term capital gain to the Fund. If the Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short-term capital gain or loss. If a call option written by a Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of such security and any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term, depending upon the holding period of the security. With respect to a put or call option that is purchased by a Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be long-term or short-term, depending upon the holding period of the option. If the option expires, the resulting loss is a capital loss and is long-term or short-term, depending upon the holding period of the option. If the option is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.

Certain options in which a Fund may invest are “Section 1256 contracts”. Gains or losses on Section 1256 contracts generally are considered 60 percent long-term and 40 percent short-term capital gains or losses (“60/40”). Also, Section 1256 contracts held by a Fund at the end of each taxable year (and, generally, for purposes of the 4 percent excise tax, on October 31 of each year) are “marked-to-market” (that is, treated as sold at fair market value), resulting in unrealized gains or losses being treated as though they were realized.

Generally, the hedging transactions undertaken by a Fund may result in “straddles” for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund. In addition, losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules have been promulgated, the tax consequences to the Funds of engaging in hedging transactions are not entirely clear. Hedging transactions may increase the amount of short- term capital gain realized by the Funds which is taxed as ordinary income when distributed to shareholders.

Each Fund may make one or more of the elections available under the Code which are applicable to straddles. If a Fund makes any of the elections, the amount, character and timing of the recognition of gains or losses from the affected straddle positions will be determined under rules that vary according to the election(s) made. The rules applicable under certain of the elections may operate to accelerate the recognition of gains or losses from the affected straddle positions.

Because the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which may be distributed to shareholders, and which will be taxed to them as ordinary income or long-term capital gain, may be increased or decreased as compared to a fund that did not engage in such hedging transactions.

Constructive Sales. Under certain circumstances, a Fund may recognize gain from the constructive sale of an appreciated financial position. If a Fund enters into certain transactions in property while holding substantially identical property, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Fund’s holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Fund’s holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions before the end of the 30th day after the close of the taxable year, if certain conditions are met.

Municipal Obligations. If a Fund invests in tax-exempt municipal obligations from which it earns tax-exempt interest income, such income will not be tax-exempt in the hands of shareholders. In order to avoid the payment of federal income tax, the Fund may be required to distribute such income to shareholders, to whom it will be taxable.

Other Investment Companies. It is possible that, by investing in other investment companies, the Fund may not be able to meet the calendar year distribution requirement and may be subject to federal income and excise tax. The diversification and distribution requirements applicable to each Fund may limit the extent to which each Fund will be able to invest in other investment companies.

Fund of Funds Risk. Each of the Genesis Portfolios will not be able to offset gains realized by one underlying fund in which such Fund invests against losses realized by another underlying fund in which such Fund invests. Redemptions of shares in an underlying fund could also result in a gain and/or income to such Fund. The use of the fund-of-funds structure by the Genesis Portfolios could therefore affect the amount, timing and character of distributions to shareholders. Redemptions of shares in an underlying fund could also cause additional distributable gains to shareholders.

Foreign Currency Gains or Losses. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time that Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities and certain other instruments denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security and the date of disposition also are treated as ordinary gain or loss. These gains or losses, referred to under the Code as “Section 988” gains or losses, may increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

Passive Foreign Investment Companies. If a Fund invests in stock of certain foreign investment companies, the Fund may be subject to U.S. federal income taxation on a portion of any “excess distribution” with respect to, or gain from the disposition of, such stock (“PFIC shares”). The tax would be determined by allocating such distribution or gain ratably to each day of the Fund’s holding period for the stock. The distribution or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund’s investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders.

A Fund may be able to make an election, in lieu of being taxable in the manner described above, to include annually in income its pro rata share of the ordinary earnings and net capital gain of the foreign investment company, regardless of whether it actually received any distributions from the foreign company. These amounts would be included in the Fund’s investment company taxable income and net capital gain, which, to the extent distributed by the Fund as ordinary or capital gain dividends, as the case may be, would not be taxable to the Fund. In order to make this election, the Fund would be required to obtain certain annual information from the foreign investment companies in which it invests, which in many cases may be difficult to obtain. A Fund may make an election with respect to those foreign investment companies which provide the Fund with the required information. Alternatively, another election would involve marking to market a Fund’s PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any market-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years.

Sale of Shares. Upon the sale or other disposition of Shares of a Fund, or upon receipt of a distribution in complete liquidation of a Fund, a shareholder generally will realize a capital gain or loss which will be long-term or short-term, depending upon the shareholder’s holding period for the Shares. Any loss realized on a sale or exchange will be disallowed to the extent the Shares disposed of are replaced (including Shares acquired pursuant to a dividend reinvestment plan) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the Shares. In such a case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of Fund Shares held by the shareholder for six (6) months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gains received by the shareholder with respect to such Shares.

In some cases, shareholders of a Fund will not be permitted to take all or a portion of their sales loads into account for purposes of determining the amount of gain or loss realized on the disposition of their Shares. This prohibition generally applies where: (1) the shareholder incurs a sales load in acquiring the Shares of the Fund; (2) the Shares are disposed of before the 91st day after the date on which they were acquired; and (3) the shareholder subsequently acquires Shares in the Fund or another regulated investment company before January 31 of the calendar year following the calendar year in which the original stock is disposed of and the otherwise applicable sales charge is reduced under a “reinvestment right” received upon the initial purchase of Fund Shares. The term “reinvestment right” means any right to acquire shares of one or more regulated investment companies without the payment of a sales load or with the payment of a reduced sales charge. Sales charges affected by this rule are treated as if they were incurred with respect to the shares acquired under the reinvestment right. This provision may be applied to successive acquisitions of Fund Shares.

Foreign Withholding Taxes. Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. If more than 50 percent of the value of a Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50 percent of the value of a Fund’s total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, that Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by that fund. If that Fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, its pro rata share of the foreign taxes paid or deemed paid by that fund, but would be treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various limitations) as a foreign tax credit against federal income tax (but not both). It is expected that, in certain years, the International Index Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by the International Index Fund.

Backup Withholding. Each Fund may be required to withhold U.S. federal income tax at the rate of 24 percent of all taxable distributions payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.

Foreign Shareholders. The tax consequences to a foreign shareholder of an investment in a Fund may be different from those described herein. For example, dividends paid by a Fund to a foreign shareholder generally are subject to U.S. withholding tax at a rate of 30 percent (unless the tax is reduced or eliminated by an applicable treaty). For taxable years beginning before January 1, 2015 (unless further extended by Congress), properly designated dividends received by a foreign shareholder are generally exempt from U.S. federal withholding tax when they (a) are paid in respect of a Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, reduced by expenses that are allocable to such income), or (b) are paid in connection with the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short- term capital gain over the Fund’s long-term capital loss for such taxable year). However, depending on the circumstances, a Fund may designate all, some or none of the Fund’s potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains, and a portion of the Fund’s distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. There can be no assurance as to whether or not legislation will be enacted to extend this exemption.

The Funds are required to withhold U.S. tax (at a 30 percent rate) on payments of taxable dividends and (effective January 1, 2017) redemption proceeds and certain capital gain dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Funds to enable the Funds to determine whether withholding is required. Foreign shareholders may be subject to U.S. estate tax with respect to their shares of a Fund. Foreign shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a Fund.

Capital Loss Carryforwards. Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Funds after December 31, 2010 may get carried forward indefinitely and retain their character as short-term and/or long- term losses. Prior to the Act, pre-enactment net capital losses incurred by the Funds were carried forward eight years and treated as short- term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. As of December 31, 2019, the following Funds had the following capital loss carryforwards (“CLCFs”) for federal income tax purposes.

Post-Enactment Capital Loss Carry Forwards Not Subject to Expiration:

Short Term CLCF

Long Term CLCF

Impact Bond Fund

International Index Fund

A Fund cannot carry back or carry forward any net operating losses.

Other Taxation. The Company is organized as a Delaware business trust and, under current law, neither the Company nor any Fund is liable for any income or franchise tax in the State of Delaware, provided that each Fund continues to qualify as a regulated investment company under Subchapter M of the Code.

Fund shareholders may be subject to state and local taxes on their Fund distributions. In certain states, Fund distributions that are derived from interest on obligations of that state or any municipality or political subdivision thereof may be exempt from taxation. Also, in many states, Fund distributions which are derived from interest on certain U.S. Government obligations may be exempt from taxation.

Principal Shareholders

As of ___________, the following persons held beneficially or of record 5 percent or more of the outstanding shares of the Funds.

Name of Fund	Shareholder Name	Address	Percentage Owned
Impact Bond Fund Class A
Impact Bond Fund Class I
International Index Fund Class A
International Index Fund Class I
Value Index Fund Class A
Value Index Fund Class I
Growth Index Fund Class A
Growth Index Fund Class I
Small Cap Index Fund Class A
Small Cap Index Fund Class I

A party holding in excess of 25 percent of the outstanding voting securities of a Fund may be deemed to control the Fund based on the substantial ownership interest held and the party’s resultant ability to influence voting on certain matters submitted to shareholders for their consideration and approval.

Miscellaneous

The Funds may include information in their Annual Reports and Semiannual Reports to Shareholders that: (1) describes general economic trends; (2) describes general trends within the financial services industry or the mutual fund industry; (3) describes past or anticipated portfolio holdings for a Fund within the Company; or (4) describes investment management strategies for such Funds. Such information is provided to inform shareholders of the activities of the Funds for the most recent fiscal year or half-year and to provide the views of the Adviser and/or Company officers regarding expected trends and strategies.

Individual Trustees are elected by the shareholders and, subject to removal by the vote of two-thirds of the Board of Trustees, serve for a term lasting until the next meeting of shareholders at which Trustees are elected. Such meetings are not required to be held at any specific intervals, however such a meeting will be held if less than a majority of current Trustees have been elected by shareholders. The Trustees will call a special meeting for the purpose of considering the removal of one or more Trustees upon written request from shareholders owning not less than 10 percent of the outstanding votes of the Company entitled to vote. At such a meeting, a vote of two- thirds of the outstanding shares of the Company has the power to remove one or more Trustees.

The Company is registered with the SEC as a management investment company. Such registration does not involve supervision by the SEC of the management or policies of the Company.

The Prospectus and this SAI omit certain information contained in the Registration Statement filed with the SEC. Copies of such information may be obtained from the SEC upon payment of the prescribed fee.

The Prospectus and this SAI are not an offering of the securities herein described in any state in which such offering may not lawfully be made. No salesman, dealer, or other person is authorized to give any information or make any representation other than those contained in the Prospectus and this SAI.

FINANCIAL STATEMENTS

The Financial Statements for the fiscal year ended December 31, 2019 for the Impact Bond Fund, International Index Fund, Value Index Fund, Small Cap Index Fund, Growth Index Fund, Genesis Conservative Portfolio, Genesis Balanced Portfolio, and Genesis Growth Portfolio, including notes thereto, and the report of Cohen & Company, Ltd. thereon are included in the Funds’ most recent Annual Report to Shareholders (and are incorporated by reference into this SAI). Copies of the Annual Report may be obtained upon request and without charge from the Funds at the address and telephone number provided on the cover of this SAI.

ADDITIONAL INDEX INFORMATION

The “S&P 500 Index”, “S&P 500 Value Index”, “S&P Growth Index” and the and the “S&P Small Cap 600 Index” are each a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”) and Standard & Poor’s^®, S&P^® and S&P 500^®, and has been licensed for use by Everence Financial. Standard & Poor’s^® and S&P^® and S&P 500^® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”). Standard & Poor’s^®, S&P^®and S&P 500^® is a trademark of Standard & Poor’s^®, S&P^®and S&P 500®. The trademarks have been licensed to SPDJI and have been sublicensed for use for certain purposes by Everence Financial. Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, “S&P Dow Jones Indices”) or Standard & Poor’s^®, S&P^® and S&P 500^®. Neither S&P Dow Jones Indices nor Standard & Poor’s^®, S&P^®and S&P 500^® make any representation or warranty, express or implied, to the owners of the Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund or any member of the public regarding the advisability of investing in securities generally or in the Praxis Growth Index Fund, Praxis Value Index Fund or the Praxis Small Cap Index Fund particularly or the ability of the S&P 500 Index, S&P 500 Value Index, S&P Growth Index, or S&P Small Cap 600 Index to track general market performance. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^® and S&P 500^® only relationship to Everence Financial with respect to the S&P 500 Index, S&P 500 Value Index, S&P Growth Index or S&P SmallCap 600 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index, S&P 500 Value Index, S&P Growth Index, and S&P Small Cap 600 Index are each determined, composed and calculated by S&P Dow Jones Indices or Standard & Poor’s^®, S&P^®and S&P 500^®without regard to Everence Financial or the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^®and S&P 500^®have no obligation to take the needs of Everence Financial or the owners of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund into consideration in determining, composing or calculating the S&P 500 Index, S&P 500 Value Index, S&P Growth Index, or S&P SmallCap 600 Index. Neither S&P Dow Jones Indices nor Standard & Poor’s^®, S&P^®and S&P 500® are responsible for and have not participated in the determination of the prices, and amount of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund or the timing of the issuance or sale of the Praxis Growth Index Fund, Praxis Value Index Fund, or Praxis Small Cap Index Fund or in the determination or calculation of the equation by which the Praxis Growth Index Fund, Praxis Value Index Fund, and Praxis Small Cap Index Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices and Standard & Poor’s^®, S&P^®and S&P 500^® have no obligation or liability in connection with the administration, marketing or trading of the Praxis Growth Index Fund, Praxis Value Index Fund or Praxis Small Cap Index Fund. There is no assurance that investment products based on the S&P 500 Index or S&P 500 Value Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.

NEITHER S&P DOW JONES INDICES NOR STANDARD & POOR’S^®, S&P^® AND S&P 500^® GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX, S&P 500 VALUE INDEX, S&P GROWTH INDEX, S&P SMALLCAP 600 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES AND STANDARD & POOR’S^®, S&P^® AND S&P 500^® SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES AND STANDARD & POOR’S^®, S&P^®AND S&P 500^® MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY EVERENCE FINANCIAL, OWNERS OF THE PRAXIS GROWTH INDEX FUND, PRAXIS VALUE INDEX FUND, OR PRAXIS SMALL CAP INDEX FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX, S&P 500 VALUE INDEX, S&P GROWTH INDEX, OR S&P SMALLCAP 600 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES OR STANDARD & POOR’S^®, S&P^® AND S&P 500^® BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND EVERENCE FINANCIAL, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

APPENDIX A

Commercial
Paper Ratings

A Standard & Poor’s Corporation (“S&P”) commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. The following summarizes the rating categories used by S&P for commercial paper.

“A-I” — Issue’s degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted “A-l+.”

“A-2” — Issue’s capacity for timely payment is satisfactory. However, the relative degree of safety is not as high as for issues designated “A-1.”

“A-3” — Issue has an adequate capacity for timely payment. It is, however, somewhat more vulnerable to the adverse effects of changes and circumstances than an obligation carrying a higher designation.

“B” — Issue has only a speculative capacity for timely payment. “C” — Issue has a doubtful capacity for payment. “D” — Issue is in payment default.

Moody’s Investors Service, Inc. (“Moody’s”) commercial paper ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of 9 months. The following summarizes the rating categories used by Moody’s for commercial paper:

“Prime-1” — Issuer or related supporting institutions are considered to have a superior capacity for repayment of short-term promissory obligations. Principal repayment capacity will normally be evidenced by the following characteristics: leading market positions in well established industries; high rates of return on funds employed; broad margins in earning coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

“Prime-2” — Issuer or related supporting institutions are considered to have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternative liquidity is maintained.

“Prime-3” — Issuer or related supporting institutions have an acceptable capacity for repayment of short- term promissory obligations. The effects of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and the requirement for relatively high financial leverage. Adequate alternate liquidity is maintained.

“Not Prime” — Issuer does not fall within any of the Prime rating categories.

The three rating categories of Duff & Phelps Credit Rating Co. (“Duff & Phelps”) for investment grade commercial paper are “Duff 1,” “Duff 2” and “Duff 3.” Duff & Phelps employs three designations, “Duff 1+,” “Duff 1” and “Duff 1-,” within the highest rating category. The following summarizes the rating categories used by Duff & Phelps for commercial paper.

“Duff 1+” — Debt possesses highest certainty of timely payment. Short-term liquidity, including internal operating factors and/or access to alternative sources of funds, is outstanding, and safety is just below risk-free U.S. Treasury short-term obligations.

“Duff 1” — Debt possesses very high certainty of timely payment. Liquidity factors are excellent and supported by good fundamental protection factors. Risk factors are minor.

“Duff 1-” — Debt possesses high certainty of timely payment. Liquidity factors and company fundamentals are sound. Although ongoing funding needs may enlarge total financing requirements, access to capital markets is good. Risk factors are small.

A-1

“Duff-2” — Debt possesses good certainty of timely payment. Liquidity factors and company fundamentals are sound. Although ongoing funding needs may enlarge total financing requirements, access to capital markets is good. Risk factors are small.

“Duff 3” — Debt possesses satisfactory liquidity, and other protection factors qualify issue as investment grade. Risk factors are larger and subject to more variation. Nevertheless, timely payment is expected.

“Duff 4” — Debt possesses speculative investment characteristics.

“Duff 5” — Issuer has failed to meet scheduled principal and/or interest payments.

Fitch Investors Service, Inc. (“Fitch”) short-term ratings apply to debt obligations that are payable on demand or have original maturities of up to three years. The following summarizes the rating categories used by Fitch for short-term obligations:

“F-l+” — Securities possess exceptionally strong credit quality. Issuers assigned this rating are regarded as having the strongest degree of assurance for timely payment.

“F-1” — Securities possess very strong credit quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated “F-l+.”

“F-2” — Securities possess good credit quality. Issues carrying this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as the “F-l+” and “F-1” categories.

“F-3” — Securities possess fair credit quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate; however, near-term adverse changes in financial and economic conditions.

“D” — Securities are in actual or imminent payment default.

Fitch may also use the symbol “LOC” with its short-term ratings to indicate that the rating is based upon a letter of credit issued by a commercial bank.

Thomson BankWatch commercial paper ratings assess the likelihood of an untimely payment of principal or interest of debt having a maturity of one year or less which is issued by United States commercial banks, thrifts and non-banks; non United States banks; and broker-dealers. The following summarizes the ratings used by Thomson BankWatch:

“TBW-1” — This designation represents Thomson BankWatch’s highest rating category and indicates a very high degree of likelihood that principal and interest will be paid on a timely basis.

“TBW-2” — This designation indicates that while the degree of safety regarding timely payment of principal and interest is strong, the relative degree of safety is not as high as for issues rated “TBW-1.”

“TBW-3” — This designation represents the lowest investment grade category and indicates that while the debt is more susceptible to adverse developments (both internal and external) than obligations with higher ratings, capacity to service principal and interest in a timely fashion is considered adequate.

“TBW-4” — This designation indicates that the debt is regarded as non-investment grade and therefore speculative.

IBCA assesses the investment quality of unsecured debt with an original maturity of less than one year which is issued by bank holding companies and their principal bank subsidiaries. The following summarizes the rating categories used by 1BCA for short-term debt ratings:

“A1 +”— Obligations are supported by the highest capacity for timely repayment.

A-2

“A2” — Obligations are supported by a satisfactory capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic, or financial conditions.

“A3” — Obligations are supported by an adequate capacity for timely repayment. Such capacity is more susceptible to adverse changes in business, economic, or financial conditions than for obligations in higher categories.

“B” — Obligations capacity for timely repayment is susceptible to changes in business, economic, or financial conditions.

“C” — Obligations have an inadequate capacity to ensure timely repayment. “D” — Obligations have a high risk of default or are currently in default.

Corporate and Municipal Long-Term Debt Ratings

The following summarizes the ratings used by S&P for corporate and municipal debt:

“AAA” — This designation represents the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay interest and repay principal.

“AA” — Debt is considered to have a very strong capacity to pay interest and repay principal and differs from AAA issues only in small degree.

“A” — Debt is considered to have a strong capacity to pay interest and repay principal although such issues are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

“BBB” — Debt is regarded as having an adequate capacity to pay interest and repay principal. Whereas such issues normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories.

“BB,” “B,” “CCC,” “CC,” and “C” — Debt that possesses one of these ratings is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. “BB” indicates the lowest degree of speculation and “C” the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

“CI” — This rating is reserved for income bonds on which no interest is being paid.

“D” — Debt is in default, and payment of interest and/or repayment of principal is in arrears.

PLUS (+) OR MINUS (-) — The ratings from “AA” through “CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

The following summarizes the ratings used by Moody’s for corporate and municipal long-term debt:

“Aaa” — Bonds are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

“Aa” — Bonds are judged to be of high quality by all standards. Together with the “Aaa” group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in “Aaa” securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in “Aaa” securities.

“A” — Bonds possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.

A-3

“Baa” — Bonds considered medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

“Ba,” “B,” “Caa,” “Ca,” and “C” — Bonds that possess one of these ratings provide questionable protection of interest and principal (“Ba” indicates some speculative elements; “B” indicates a general lack of characteristics of desirable investment; “Caa” represents a poor standing, “Ca” represents obligations which are speculative in a high degree; and “C” represents the lowest rated class of bonds). “Caa,” “Ca” and “C” bonds may be in default.

Con. (—) — Bonds for which the security depends upon the completion of some act or the fulfillment of some conditions are rated conditionally. These are bonds secured by: (a) earnings of projects under construction; (b) earnings of projects unseasoned in operation experience; (c) rentals which begin when facilities are completed; or (d) payments to which some other limiting condition attaches. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.

Moody’s applies numerical modifiers 1, 2 and 3 in each generic classification from “Aa” to “B” in its bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks at the lower end of its generic rating category.

The following summarizes the ratings used by Duff & Phelps for corporate and municipal long-term debt: “AAA” — Debt is considered to be of the highest credit quality. The risk factors are negligible, being only slightly more than for risk-free U.S. Treasury debt.

“AA” — Debt is considered of high credit quality. Protection factors are strong. Risk is modest but may vary slightly from time to time because of economic conditions.

“A” — Debt possesses below average protection factors but such protection factors are still considered sufficient for prudent investment. Considerable variability in risk is present during economic cycles.

“BB,” “B,” “CCC,” “DD,”and “DP” — Debt that possesses one of these ratings is considered to be below investment grade. Although below investment grade, debt rated “BB” is deemed likely to meet obligations when due. Debt rated “B” possesses the risk that obligations will not be met when due. Debt rated “CCC” is well below investment grade and has considerable uncertainty as to timely payment of principal, interest or preferred dividends. Debt rated “DD” is a defaulted debt obligation, and the rating “DP” represents preferred stock with divided arrearages.

To provide more detailed indications of credit quality, the “AA,” “A,” “BBB,” “BB” and “B” ratings may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within these major categories.

The following summarizes the highest four ratings used by Fitch for corporate and municipal bonds:

“AAA” — Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

“AA” — Bonds considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated “AAA.” Because bonds rated in the “AAA” and “AA” categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated “F-l+.”

“A” — Bonds considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

“BBB” — Bonds considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have an adverse impact on these bonds, and therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

A-4

“BB,” “B,” “CCC,” “C,” “DDD,” “DD,” and “D” — Bonds that possess one of these ratings are considered by Fitch to be speculative investments. The ratings “BB” to “C” represent Fitch’s assessment of the likelihood of timely payment of principal and interest in accordance with the terms of obligation for bond issues not in default. For defaulted bonds, the rating “DDD” to “D” is an assessment of the ultimate recovery value through reorganization or liquidation.

To provide more detailed indications of credit quality, the Fitch ratings from and including “AA” to “C” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within these major rating categories.

IBCA assesses the investment quality of unsecured debt with an original maturity of more than one year which is issued by bank holding companies and their principal bank subsidiaries. The following summarizes the rating categories used by IBCA for long-term debt ratings:

“AAA” — Obligations for which there is the lowest expectation of investment risk. Capacity for timely repayment of principal and. interest is substantial such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly.

“AA” — Obligations for which there is a very low expectation of investment risk. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly.

“A” — Obligations for which there is a low expectation of investment risk. Capacity for timely repayment of principal and interest is strong, although adverse changes in business, economic or financial conditions may lead to increased investment risk.

“BBB” — Obligations for which there is currently a low expectation of investment risk. Capacity for timely repayment of principal and interest is adequate, although adverse changes in business, economic or financial conditions are more likely to lead to increased investment risk than for obligations in higher categories.

“BB,” “B,” “CCC,” “CC,” and “C” — Obligations are assigned one of these ratings where it is considered that speculative characteristics are present. “BB” represents the lowest degree of speculation and indicates a possibility of investment risk developing. “C” represents the highest degree of speculation and indicates that the obligations are currently in default.

IBCA may append a rating of plus (+) or minus (-) to a rating to denote relative status within major rating categories.

Thomson BankWatch assesses the likelihood of an untimely repayment of principal or interest over the term to maturity of long term debt and preferred stock which are issued by United States commercial banks, thrifts and non-bank banks; non-United States banks; and broker-dealers. The following summarizes the rating categories used by Thomson BankWatch for long-term debt ratings:

“AAA” — This designation represents the highest category assigned by Thomson BankWatch to long-term debt and indicates that the ability to repay principal and interest on a timely basis is very high.

“AA” — This designation indicates a superior ability to repay principal and interest on a timely basis with limited incremental risk versus issues rated in the highest category.

“A” — This designation indicates that the ability to repay principal and interest is strong. Issues rated “A” could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.

“BBB” — This designation represents Thomson BankWatch’s lowest investment grade category and indicates an acceptable capacity to repay principal and interest. Issues rated “BBB” are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings.

“BB,” “B,” “CCC,” and “CC” — These obligations are assigned by Thomson BankWatch to non-investment grade long-term debt. Such issues are regarded as having speculative characteristics regarding the likelihood of timely payment of principal and interest. “PB” indicates the lowest degree of speculation and “CC” the highest degree of speculation.

A-5

“D” — This designation indicates that the long-term debt is in default.

PLUS (+) OR MINUS (-) — The ratings from “AAA” through “CC” may include a plus or minus sign designation which indicates where within the respective category the issue is placed.

A-6

PART C

OTHER INFORMATION

Item 28.			Exhibits

	(a)	(1)		Certificate of Trust was filed with the Registrant’s initial Registration Statement on September 30, 1993 and is incorporated by reference herein.

	(2)			Certificate of Amendment to Certificate of Trust filed with the State of Delaware on December 28, 1993, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

	(3)			Certificate of Amendment to Certificate of Trust filed with the State of Delaware on April 25, 2006, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

	(4)			Certificate of Amendment to the Certificate of Trust filed with the State of Delaware on May 18, 2017, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

	(5)			Amended and Restated Agreement and Declaration of Trust effective as of February 24, 2018, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

	(b)	(1)		By-Laws of the Registrant effective as of May 11, 2017, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

	(c)			Certificates for Shares are not issued. Articles III and V of the Registrant’s Declaration of Trust define rights of holders of Shares.

	(d)	(1)		Investment Advisory Agreement between the Registrant and Everence Capital Management, Inc. (f/k/a Menno Insurance Service, Inc. d.b.a. MMA Capital Management) dated January 3, 1994, was filed with the Registrant’s initial Registration Statement on September 30, 1993 and is incorporated by reference herein.

	(2)			Amendment to the Investment Advisory Agreement dated May 29, 2015 was filed in Post-Effective Amendment No. 47 to the Registration Statement filed on April 27, 2016, and incorporated by reference herein.

	(3)			Schedule A to the Investment Advisory Agreement dated January 1, 2020, which is filed herewith.

	(4)			Expense Limitation Agreement dated April 30, 2019 between the Registrant and Everence Capital Management, Inc. (with respect to the Small Cap Fund, Conservative Allocation Portfolio, Balanced Allocation Portfolio and Growth Allocation Portfolio), which was filed in Post-Effective Amendment No. 54 to the Registration Statement on April 30, 2019, and incorporated by reference herein.


	(5)			Investment Sub-Advisory Agreement dated January 29, 2019 between Everence Capital Management, Inc. and Aperio Group, LLC (with respect to Praxis International Index Fund) was filed in Post-Effective Amendment No. 54 to the Registration Statement filed on April 30, 2019, and incorporated by reference herein.

(6)		Amendment No. 1 to the Investment Sub-Advisory Agreement effective January 1, 2020, which is filed herewith.

(e)	(1)	Distribution Agreement between the Registrant and BHIL Distributors, LLC dated November 12, 2016 was filed in Post-Effective Amendment No. 49 to the Registration Statement filed on March 1, 2017, and incorporated by reference herein.

(2)		Novation of Distribution Agreement between Registrant and BHIL Distributors, LLC, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

(3)		Distribution Services Agreement between Everence Capital Management, Inc. and BHIL Distributors, LLC dated November 12, 2016, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

(4)		Form of Standard Dealer Agreement was filed in Post-Effective Amendment No. 50 to the Registration Statement on April 28, 2017, and incorporated by reference herein.

(f)		Not Applicable.

(g)		Custody Agreement dated November 26, 2018 between the Registrant and U.S. Bank National Association, was filed in Post-Effective Amendment No. 54 to the Registration Statement filed on April 30, 2019, and incorporated by reference herein.

(h)	(1)	Amended and Restated Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services d/b/a U.S. Bank Global Fund Services dated November 26, 2018, which is filed herewith.

(2)		Services Agreement for Trust and Regulatory Governance effective as of March 1, 2016 between Registrant and Beacon Hill Fund Services, Inc., was filed in Post-Effective Amendment No. 47 to the Registration Statement filed on April 27, 2016, and incorporated by reference herein.

(3)		Consent to Assignment of Services Agreement between Registrant and Beacon Hill Fund Services, Inc. for the Assignment of the Services Agreement for Trust and Regulatory Governance between Registrant and Beacon Hill Fund Services, Inc., to Foreside Financial Group, LLC, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

(4)		First Amendment to Services Agreement dated November 1, 2019, which is filed herewith.
(5)		Master Services Agreement dated March 1, 2016 between Ultimus Fund Solutions and Beacon Hill Fund Services, Inc. on behalf of the Registrant, including the Consent to Assignment of Services Agreement dated June 24, 2016, both of which were filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

(6)		First Amendment to Master Services Agreement dated November 2, 2016 between Ultimus Fund Solutions and Foreside Management Services, LLC on behalf of the Registrant was filed in Post-Effective Amendment No. 49 to the Registration Statement filed on March 1, 2017, and incorporated by reference herein.

(7)		Second Amendment to Master Services Agreement dated November 1, 2019, which is filed herewith.

(i)		Legal Opinion, to be provided by amendment.

(j)		Consent of Independent Registered Public Accounting Firm, to be provided by amendment.

(k)		Not Applicable.

(l)		Letters concerning Initial Capital was filed in Pre-Effective Amendment No. 2 to the Registration Statement on December 28, 1993, and incorporated by reference herein.

(m)	(1)	Amended and Restated Distribution and Service Plan – Class A Shares, effective February 28, 2017, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.


(n)	(1)	Amended and Restated Rule 18f-3 Plan dated January 1, 2017, was filed in Post-Effective Amendment No. 52 to the Registration Statement on April 30, 2018, and incorporated by reference herein.

(o)		Reserved.

(p)	(1)	Code of Ethics of the Praxis Mutual Funds was filed in Post-Effective Amendment No. 13 to the Registration Statement filed on April 30, 2001 and incorporated by reference herein.

	(2)		Code of Ethics effective as of June 26, 2017 of Everence Capital Management, which is filed herewith.

	(3)		Code of Ethics of Aperio Group, LLC effective as of September 17, 2019, which is filed herewith.

	(4)		Code of Ethics of Foreside Financial Group, LLC effective as of January 10, 2020, which is filed herewith.

Item 29.

Persons Controlled by or Under Common Control with Registrant

Not applicable.

Item 30.

Indemnification

Reference is made to Article VII of the Registrant’s Declaration of Trust and Article VI of the Registrant’s By-Laws which are incorporated by reference herein.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“1933 Act”) may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Fund’s Declaration of Trust, its By-Laws or otherwise, the Registrant is aware that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issues.

Item 31.

Business and Other Connections of Investment Adviser and Sub-Adviser and their Officers and Directors

ADVISER

The business of the Adviser is summarized under “MANAGEMENT OF THE COMPANY Investment Adviser” in the Statement of Additional Information constituting Part B of this Registration Statement, which summary is incorporated herein by reference. The business or other connections of each director and officer of the Adviser is currently listed in the Adviser’s investment adviser registration on Form ADV (File No. 801-36323) and is hereby incorporated herein by reference thereto.

Aperio Group, LLC

The information required by this item with respect to Aperio Group, LLC (“Aperio”) is incorporated by reference to the Form ADV (File No. 801- 57184) of Aperio. Aperio provides investment management services to investment companies, foundations, pension plans, and high net worth individuals. Aperio is a private partnership owned by Aperio Holdings, LLC, a subsidiary of Golden Gate Capital Opportunity Fund, L.P. and Golden Gate Capital Opportunity Fund - A, L.P. The principal business address is Three Harbor Drive, Suite 315, Sausalito, CA 94965.

The Directors and Principal Executive Officers of Aperio are:

Paul Solli, Chief Marketing and Strategy Officer

Patrick Geddes, Chief Executive Officer

Mark J. Nuti, Chief Financial Officer

Lawrence S. Hing, Chief Compliance Officer

Angela M. Osborne, Chief Operating Officer

Item 32.

Principal Underwriter

(a)

Foreside Financial Services, LLC (formerly known as BHIL Distributors, LLC) (“Distributor”), located at 3 Canal Plaza, Suite 100, Portland, Maine 04101, is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Regulatory Authority or “FINRA” and acts as the principal underwriter for the following investment companies in addition to the Registrant:

13D Activist Fund, Series of Northern Lights Fund Trust

AAMA Equity Fund, Series of Asset Management Fund

AAMA Income Fund, Series of Asset Management Fund

Advisers Investment Trust

Boston Trust & Walden Funds

Cook & Bynum Fund

Diamond Hill Funds

FlowStone Opportunity Fund

SA Funds – Investment Trust

10.

Sequoia Funds, Inc.

(b)	The following list sets forth the directors and executive officers of Distributor.

Richard Berthy	3 Canal Plaza, Suite 100 Portland, ME 041001	Manager/ President/Treasurer
Jennifer K. DiValerio	400 Berwyn Park 899 Cassatt Road Suite 110 Berwyn, PA 19312	Vice President
Mark A. Fairbanks	3 Canal Plaza, Suite 100 Portland, ME 041001	Vice President
Jennifer E. Hoopes	3 Canal Plaza, Suite 100 Portland, ME 041001	Secretary
Susan K. Moscaritolo	400 Berwyn Park 899 Cassatt Road Suite 110 Berwyn, PA 19312	Vice President and Chief Compliance Officer

(c)

None

Item 33.

Location of Accounts and Records

The Registrant maintains the records required by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 inclusive thereunder at its principal executive office at 1110 North Main Street, Goshen, IN 46526. Certain records, including records relating to the physical possession of its securities, may be maintained pursuant to Rule 31a-3 at the main offices of the Registrant’s investment advisors and custodians.

Everence Capital Management, Inc.

1110 North Main Street

Goshen, IN 46527

Ultimus Fund Solutions

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

Foreside Management Services, LLC

690 Taylor Road, Suite 210

Gahanna, OH 43230

Foreside Financial Services, LLC

3 Canal Plaza, Suite 100

Portland, ME 041001

Item 34.

Management Services

Not Applicable.

Item 35.

Undertakings

None.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 56 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goshen and State of Indiana, on the 28th day of February, 2020.

PRAXIS MUTUAL FUNDS

/s/ Chad M. Horning
Chad M. Horning, President

Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No. 56 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ Chad M. Horning	President	February 28, 2020
Chad M. Horning (Principal Executive Officer)

/s/ Trent M. Statczar	Treasurer	February 28, 2020
Trent M. Statczar (Principal Financial Officer)

/s/ Kenneth D. Hochstetler	Trustee	February 28, 2020
Kenneth D. Hochstetler

* Laura A. Berry	Trustee	February 28, 2020

* Andy Dula	Trustee	February 28, 2020

* Jeffrey K. Landis	Trustee	February 28, 2020

*Aimee Minnich	Trustee	February 28, 2020

* Candace L. Smith	Chairperson and Trustee	February 28, 2020

/s/ Anthony Zacharski		February 28, 2020
Anthony Zacharski
*Attorney-in-fact

*	Pursuant to Power of Attorney filed herewith.

Praxis Mutual Funds

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Anthony H. Zacharski, as his or her true and lawful attorney-in-fact with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, to sign the Registration Statement on Form N-1A under the Securities Act of 1933 as amended and the Investment Company Act of 1940 as amended, relating to the offering, issuance and sale of shares of Praxis Mutual Funds (the “Trust”), a Delaware statutory trust, and any and all Post-Effective Amendments to said Registration Statement, and to file the same, with any or all exhibits thereto, and other documents related thereto, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Trustee of the Trust, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

This Power of Attorney, dated February 26, 2020, may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

/s/ Laura A. Berry
Laura A. Berry
Trustee

/s/ Andy Dula
Andy Dula
Trustee

/s/n Jeffrey K. Landis
Jeffrey K. Landis
Trustee

/s/ Aimee Minnich
Aimee Minnich
Trustee

/s/ Candace L. Smith
Candace L. Smith
Trustee

EXHIBIT INDEX

Exhibit Number			Description
28	(d)	(3)	Schedule A to the Investment Advisory Agreement
		(6)	Amendment No. 1 to the Investment Sub-Advisory Agreement
	(h)	(1)	Amended and Restated Transfer Agent Servicing Agreement
		(4)	First Amendment to Services Agreement
		(7)	Second Amendment to Master Services Agreement
	(p)	(2)	Code of Ethics of Everence Capital Management
		(3)	Code of Ethics of Aperio Group, LLC
		(4)	Code of Ethics of Foreside Financial Group, LLC

Dated: January 1, 2020

SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT BETWEEN

PRAXIS MUTUAL FUNDS

AND

EVERENCE CAPITAL MANAGEMENT, INC.

NAME OF FUND	COMPENSATION⁽¹⁾
Praxis Impact Bond Fund	Annual rate of forty-one-hundredths of one percent (0.40%) of the average daily net assets of such Fund.
Praxis Value Index Fund	Annual rate of thirty-one-hundredths of one percent (0.30%) of the average daily net assets of such Fund.
Praxis Growth Index Fund	Annual rate of thirty-one-hundredths of one percent (0.30%) of the average daily net assets of such Fund.
Praxis Small Cap Index Fund	Annual rate of thirty-one-hundredths of one percent (0.30%) of the average daily net assets of such Fund.
Praxis Genesis Conservative Allocation Fund	Annual rate of five one-hundredths of one percent (0.05%) of the average daily net assets of such Fund.
Praxis Genesis Balanced Allocation Fund	Annual rate of five one-hundredths of one percent (0.05%) of the average daily net assets of such Fund.
Praxis Genesis Growth Allocation Fund	Annual rate of five one-hundredths of one percent (0.05%) of the average daily net assets of such Fund.
Praxis International Index Fund	Annual rate of fifty-three one-hundredths of one percent (0.53%) of the average daily net assets of such Fund up to and including $100 million; forty-one one hundredths of one percent (0.41%) of the average daily net assets of such Fund over $100 million and up to $500 million; and thirty-eight one-hundredths of one percent (0.38%) of the average daily net assets of such Fund over $500 million.

PRAXIS MUTUAL FUNDS		EVERENCE CAPITAL MANAGEMENT, INC.

By:	/s/ Chad M. Horning	By:	/s/ Marlo J. Kauffman
Name:	Chad M. Horning	Name:	Marlo J. Kaffman
Title:	President	Title:	Assistant Secretary

(1)

All fees are computed daily and paid monthly

AMENDMENT NO. 1 TO THE INVESTMENT SUB-ADVISORY AGREEMENT

EFFECTIVE JANUARY 1, 2020

WHEREAS, Everence Capital Management, Inc. (the “Adviser”) and Aperio Group, LLC (the “Sub-Adviser”) entered into an Investment Sub- Advisory Agreement dated January 29, 2019 (as amended through the date hereof, the “Agreement”), regarding advisory services for the Praxis International Index Fund (the “Fund”);

WHEREAS, Adviser and Sub-Adviser (collectively, the “Parties”) desire to amend the Agreement to modify Sub-Adviser’s compensation for sub-advising the Fund; and

NOW, THEREFORE, the Parties hereby agree as follows:

Amendment to the Agreement: The first paragraph of Section 6 (Compensation) is hereby replaced in its entirety as follows:

For the services provided and the expenses assumed with respect to the Fund pursuant to this Agreement, the Sub-Adviser will be entitled to a fee, computed daily and payable monthly, calculated at the annual rate of 0.13% of the Fund’s average daily net assets. The total annual minimum compensation will not be less than $100,000.

II.

Defined Terms; Confirmation of Other Terms of the Agreement.

Any capitalized term used herein and not defined herein shall have the meaning assigned to it in the Agreement. The Agreement, as amended as provided herein, is hereby confirmed as being in full force and effect in accordance with its terms. No other terms of the Agreement are amended by this Amendment No. 1.

III.

Counterparts. This Amendment No. 1 to the Agreement may be executed in any number of counterparts, which together shall constitute one instrument.

Everence Capital Management, Inc. (Adviser)

Name:	Chad Horning
Title:	President
Signature:	/s/ Chad Horning

Aperio Group, LLC (Sub-Adviser)

Name:	Jack Lindstrom
Title:	Manager of Client Experience
Signature:	/s/ Jack Lindstrom

Page 1 of 1

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the last date on the signature page, by and between PRAXIS MUTUAL FUNDS, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company ("USBFS").

WHEREAS, the Trust and USBFS made and entered into a Transfer Agent Servicing Agreement as of November 1, 2012.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, USBFS is, among other things, in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers; and

WHEREAS, the Trust desires to retain USBFS to provide transfer and dividend disbursing agent services to each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a "Fund" and collectively, the "Funds").

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Appointment of USBFS as Transfer Agent

The Trust hereby appoints USBFS as transfer agent of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

Services and Duties of USBFS

USBFS shall provide the following transfer agent and dividend disbursing agent services to the Fund:

Receive and process all orders for the purchase, exchange, transfer, and/or redemption of Fund shares in accordance with Rule 22c-l under the 1940 Act, other applicable regulations, and as specified in the Fund's prospectus (the "Prospectus").

Provide phone service staff and respond to telephone inquiries from fund shareholders.

Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder's or the Trust's custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account.

Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Trust's custodian.

Pay proceeds upon receipt from the Trust's custodian, where relevant, in accordance with the instructions of redeeming shareholders.

Process transfers of shares in accordance with the shareholder's instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus.

Prepare and transmit payments, or apply reinvestments for income dividends and capital gains distributions declared by the Trust with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions.

Serve as the Fund's agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans.

Make changes to shareholder records, including, but not limited to, address and plan changes (e.g., systematic investment and withdrawal, dividend reinvestment).

Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus.

Record the issuance of shares of each Fund and maintain, pursuant to Rule 17Ad- 10(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a record of the total number of shares of each Fund which are authorized, issued and outstanding.

Prepare ad-hoc reports as necessary at prevailing rates.

Mail shareholder reports and Prospectuses to current shareholders.

Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders.

Provide shareholder account information upon shareholder or Trust requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Trust.

Mail and/or obtain shareholders' certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any truces to be withheld on dividends and distributions paid by the Trust, all as required by applicable federal and state tax laws and regulations.

Answer correspondence from shareholders, securities brokers and others relating to USBFS' duties hereunder within required time periods established by applicable regulation.

Reimburse the Fund for all material losses resulting from "as of' processing errors for which USBFS is responsible in accordance with the "as of" processing guidelines set forth on Exhibit B hereto.

Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-l and/or shareholder servicing fees as directed by a Fund

Provide service and support to financial intermediaries including but not limited to trade placements, settlements, and connections.

Blue Sky Compliance

Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states and applicable U.S. territories.

Track the total number of shares of the Fund sold in each state and monitor status and maintain registrations in each state and applicable U.S. territories.

Provide updates regarding material developments in state securities regulation.

Provide the total number of shares of the Fund sold in each state to enable the Trust to monitor such sales for blue sky purposes; provided that the Trust, not USBFS, is responsible for ensuring that shares are not sold in violation of any requirement under the securities laws or regulations of any state.

Lost Shareholder Due Diligence Searches and Servicing

The Trust hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-I 7 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Trust as a miscellaneous expense in accordance with the fee schedule set forth in Exhibit C hereto. If a shareholder remains lost and the shareholder's account unresolved after completion of the mandatory Rule 17Ad-I 7 search, the Trust hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder's representative or executor) to conduct a more in- depth search in order to locate the lost shareholder before the shareholder's assets escheat to the applicable state. The Trust hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthe1more, the Trust hereby acknowledges that vendor may receive up to 35% of the lost shareholder's assets as compensation for its efforts in locating the lost shareholder.

Anti-Money Laundering and Red Flag Identity Theft Prevention Programs

The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer's identity (collectively, the "Procedures").

Further, the Trust and USBFS have each determined that the Procedures, as part of the Trust's overall Anti-Money Laundering Program and Red Flag Identity Theft Prevention Program, are reasonably designed to: (i) prevent each Fw1d from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, Fair and Accurate Credit Transactions Act of2003 and the USA Patriot Act of2001 and the implementing regulations U1ereunder.

Based on this determination, the Trust hereby instructs and directs USBFS to implement tile Procedures on the Trust's behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties, upon mutual agreement of each party not to be unreasonably withheld, as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust's anti-money laundering and identity theft responsibilities.

USBFS agrees to provide to the Trust:

(a)

Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence money laundering or identity theft activities in com1ection with the Trust or any Fund shareholder;

(b)

Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Trust agrees not to communicate this information to the customer;

(c)

Any repo1is received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS' Anti-Money Laundering Program or the Red Flag Identity Theft Prevention Program on behalf of the Trust;

(d)

Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c) immediately above; and

(e)

Certified annual mid quarterly reports of its monitoring and customer identification activities pursuant to the Procedures on behalf of the Trust.

The Trust hereby directs, mid USBFS acknowledges, that USBFS shall (i) permit federal regulators access to such information and records maintained by USBFS and relating to USBFS' implementation of the Procedures, on behalf of the Trust, as they may request, and (ii) permit such federal regulators to inspect USBFS' implementation of the Procedures on behalf of the Trust.

Compensation

USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit C hereto (as amended from time to time). USBFS shall also be reimbursed for such miscellaneous expenses as set forth on Exhibit C hereto as are reasonably incurred by USBFS in pe1forming its duties hereunder. USBFS shall also be compensated for any increases in costs due to the adoption of any new or amended industry, regulatory or other applicable rules. The Trust shall pay all such fees mid reimbursable expenses within 30 calendar· days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar· days of the day on which the parties agree to the amount to be paid, if any. With the exception of m1y fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to USBFS shall only be paid out of assets and property of the particular Fund involved.

Representations and Warranties

A. The Trust hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(1)

It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(2)

This Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid mid legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and seci1red parties;

(3)

It is conducting its business in compliance in all material respects with all applicable laws mid regulations, both state mid federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and

(4)

A registration statement under the 1940 Act and the Securities Act of 1933, as amended, with respect to the Trust and shares of each of its series, respectively, became effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and, to the Trust's knowledge, appropriate state securities law filings were made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Trust to make a continuous public offering of its shares. However, in this regard, USBFS acknowledges that the Trust is relying on the timely and accurate performance of such services by USBFS in fulfilling such responsibilities of the Trust.

(5)

All records of the Trust (including, without limitation, all shareholder and account records) provided to USBFS by the Trust during the term of this Agreement accurate and complete and USBFS is entitled to rely on all such records in the form provided.

B. USBFS hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

(1)

(2)

This Agreement has been duly authorized, executed and delivered by USBFS in accordm1ce with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(3)

It is conducting its business in compliance in all material respects with all applicable laws m1d regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and

(4)

It is a registered transfer agent under the Exchange Act.

Standard of Care; Indemnification; Limitation of Liability

A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS' control, except a loss arising out of or relating to USBFS' refusal or failure to comply with the terms of this Agreement (other than where such compliance would violate applicable law) or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust (the "Board of Trustees"), except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating lo USBFS' refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term "USBFS" shall include USBFS' directors, officers and employees.

USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS' refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the perf01111ance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term "Trust" shall include the Trust's trustees, officers and employees.

Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement; or (ii) any delay by reason of circumstances beyond its reasonable control, including acts of civil or military authority, national emergences, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its reasonable control of transpo1iation or power supply.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and collect any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable business continuity and disaster recovery contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS' premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.

Notwithstanding the above, USBFS reserves the right to reprocess and collect administrative errors at its own expense.

B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indenmitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.

C. The indemnity and defense provisions set forth in this Section 7 shall indefinitely survive the termination and/or assignment of this Agreement.

D. If USBFS is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity,

Reports of Audited Internal Controls

USBFS agrees to provide the Trust, upon reasonable request, during the term of this Agreement, its audited SSAE 16 report (or its equivalent) reflecting the findings and conclusions of an independent auditor in respect of USBFS's internal controls for the most recently ended fiscal year.

Insurance

(a) USBFS agrees to maintain adequate professional liability errors and omissions insurance coverage. USBFS shall notify the Company should any of its insurance coverage be canceled.

(b) The Trust acknowledges that USBFS will not be required to maintain any insurance coverage specifically for the benefit of the Trust.

10.

Data Necessary to Perform Services

The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

11.

Proprietary and Confidential Information

USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become !mown to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Trust _01· its agent, shall not be subject to this paragraph.

Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

12.

Records

USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Trust and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Trust or its designee on and in accordance with its request. However, USBFS may keep copies as necessary to comply with regulatory requirements.

13.

Compliance with Laws

The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbru1es-Oxley Act of 2002, the USA Patriot Act of2001 and the policies and limitations of the filings relating to its portfolio investments as set forth in its Prospectus and statement of additional information. USBFS' services hereunder shall not relieve the Trust of its responsibilities for assuring such compliru1ce or the Board of Trustee's oversight responsibility with respect thereto.

14.

Term of Agreement; Amendment

This Agreement shall become effective as of January 1, 2019 and will continue in effect through December 31, 2021 unless sooner terminated in accordance with the terms herein. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

15.

Early Termination

In the absence of any material breach of this Agreement or the sale or closing of all of the Funds, should the Trust elect to terminate this agreement prior to the end of the three year term, the Trust agrees to pay the following fees to terminate this Agreement:

all fees associated with conve1ting services to successor service provider;

all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;

all miscellaneous costs associated with a-b above.

16.

Duties in the Event of Termination

In the event that, in connection with the termination of this Agreement, a successor to any of USBFS' duties or responsibilities hereunder is designated by the Trust by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the fom1 in which USBFS has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS's personnel in the establishment of books, records, and other data by such successor. The Trust shall also pay any fees associated with record retention and/or tax reporting obligations that may not be eliminated due to a conversion to a successor provider. If no such successor is designated, then such books, records and other data shall be returned to the Trust.

15.

Assignment

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of USBFS, or by USBFS without the written consent of the Trust accompanied by the authorization or approval oftl1e Trust's Board of Trustees.

16.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Securities and Exchange Commission thereunder.

17.

No Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

18.

Services Not Exclusive

Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

19.

Invalidity

Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

20.

Notices

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party's address set forth below:

Notice to USBFS shall be sent to:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

Attn: President

and notice to the Trust shall be sent to:

Praxis Mutual Funds

c/o Everence Financial

1110 North Main Street

Post Office Box 483

Goshen, 1N 46527

Attn: President

21.

Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

22.

Entire Agreement

This Agreement, together with any exhibits, attachments, appendices or schedules expressly referenced herein, sets forth the sole and complete understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements relating thereto, whether written or oral, between the parties.

(Signatures on the following page)

TN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date last written below.

PRAXIS MUTUAL FUNDS		U.S. BANCORP FUND SERVICES, LLC

By:	/s/ Marlo J. Kauffman	By:	/s/ Anita Zagrodnik
Name:	Marlo J. Kauffman	Name:	Anita Zagrodnik
Title:	Vice President	Title:	Senior VP
Date:	11-19-18	Date:	11-26-18

Exhibit A to the

Transfer Agent Servicing

Agreement Fund Names

Separate Series of Praxis Mutual Funds

Name of Series

-PRAXIS IMPACT BOND FUND, Class A

-PRAXIS IMPACT BOND FUND, Class I

-PRAXIS VALUE INDEX FUND, Class A

-PRAXIS VALUE INDEX FUND, Class I

-PRAXIS SMALL CAP INDEXFUND, Class A

-PRAXIS SMALL CAP INDEX FUND, Class I

-PRAXIS GROWTH INDEX FUND, Class A

-PRAXIS GROWTH INDEX FUND Class I

-PRAXIS INTERNATIONAL INDEX FUND, Class A

-PRAXIS INTERNATIONAL INDEX FUND, Class I

-PRAXIS GENESIS CONSERVATIVE PORTFOLIO - Class A

-PRAXIS GENESIS BALANCED PORTFOLIO - Class A

-PRAXIS GENESIS GROWTH PORTFOLIO - Class A

Exhibit B

to the

Transfer Agent Servicing Agreement

As Of Processing Policy

USBFS will reimburse each Fund for any Net Material Loss that may exist on the Fund's books and for which USBFS is responsible, at the end of each calendar month. "Net Material Loss" shall be defined as any remaining loss, after netting losses against any gains, which impacts a Fund's net asset value per share by at least½ cent. Gains and losses will be reflected on the Fund's daily share sheet, and the Fund will be reimbursed for any Net Material Loss on a monthly basis. USBFS will reset the as of ledger each calendar month so that any losses which do not exceed the materiality threshold of½ cent will not be carried forward to the next succeeding month. USBFS will notify the advisor to the Fund on the daily share sheet of any losses for which the advisor may be held accountable.

Exhibit C to the

Transfer Agent Servicing

Agreement

TRANSFER AGENT, SHAREHOLDER & ACCOUNT SERVICES

FEE SCHEDULE at January 2019

Annual Service Charges to the Praxis Family of Funds*

●

NSCC Level 3 Accounts

$10.00/open account

●

Direct Accounts

$15.00 /open account

●

Closed Accounts

$ 3.00 /closed account

●

CUSIP Base Fee

$2,500/CUSIP

●

Blue Sky Services

$45.00/permit/per year

Miscellaneous Expenses

Including but not limited to telephone toll-free lines, call transfers, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, voice response (VRU) maintenance and development, data communication and implementation charges, and travel.

Additional Services

Available but not included above are the following services - FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, client dedicated line data access, programming charges, outbound calling & marketing campaigns, training, Short-Term Trader reporting, cost basis reporting, Excessive Trader, EWS, 12b-1 aging, investor email services, dealer reclaim services, shareholder performance statements, Real Time Cash Flow, money market fund service organizations, charges paid by investors, literature fulfillment, physical certificate processing, Same Day Cash Management, CUSlP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (lnforma), marketing and fulfillment solution (eCONNECT), and additional services mutually agreed upon.

*	Fees are billed monthly.

C-1

Exhibit C (continued) –TRANSFER AGENT SUPPLEMENTAL SERVICES and E-

COMMERCE SERVICES FEE SCHEDULE at January 2019 -

Digital Investor

Shareholder account access through the Internet. Shareholders can securely access account Information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. Digital Investor includes user interface which caters to a full range of connected devices, including tablets and smart phones. The standard implementation comes with advanced authentication, eCommerce inspired workflows, and a base package of transaction and maintenance functionality.

●

Digital Investor

Implementation - $20,000 per fund group

Annual Base Fee - $24,000 per year

Optional features with additional implementation fees and ongoing fees are available. A full feature list and quote ls available upon request.

●

Activity (Session) Fees:

Inquiry - $0.15 per event

Account Maintenance - $0.25 per event

Transaction - financial transactions, duplicate statement requests, etc. - $0.50 per event

New Account Set-up - $3 per event

Bank Verification Attempt - $3 per event

FAN Mail

Financial planner mailbox provides transaction, account and price Information to financial planners and small broker/dealers for import into a variety of financial planning software packages.

●

Base Fee Per Management Company- file generation and delivery -$6,000 /year

●

Per Record Charge

Rep/Branch/ID - $.018

Dealer - $0.012

●

Price Files - $0.002 /record or $1.75 /user per month, whichever is less

Vision Mutual Fund Gateway

Permits broker/dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts.

●

Inquiry Only

Inquiry● $0.05 /event

Per broker ID - $5.00 /month per ID

●

Transaction Processing

Implementation - $5,000 /management company

Transaction - purchase, redeem, exchange, literature order - $0.50 /event

New Account Setup - $3.00 /event

Monthly Minimum Charge - $500 /month

Exhibit C (continued) to the Transfer Agent Servicing Agreement

TRANSFER AGENT & SHAREHOLDER SERVICES ● Fee Schedule at January 2019

Vision Electronic Statements

Provides the capability for financial Intermediaries to access electronic statements via the Vision application.

●

Implementation Fees

Develop eBusiness Solutions Software - $24,000 /fund group

Code Print Software - $10,000 /fund group

●

Load charges

$0.05 /image

●

Archive charge (for any image stored beyond 2 years)

$0.015 /document

*	Normal Vision ID and activity charges also apply.

Client Web Data Access

USBFS client on-line access to fund and Investor data through USBFS technology applications and data delivery and security software.

●

Report Source

Setup: $3,000 (Includes access to Fund Source)

Service: $200 /user per month

●

BDS - Statement Storage & Retrieval

Setup: $250 /user

Service: $100 /user per month

●

Ad Hoc/ PowerSelect File Development

Setup: $250 /request (Includes up to 2 hours of programming. If beyond, additional time will be $200 Ihour consultation and development.)

Service: $100 /file per month

●

Custom Electronic File Exchange (MFS delivery of standard TIP files)

$2,500 one time setup fee

$100 /file per month maintenance fee

●

Mail File (DDS mailbox In which clients can pull information): $150 /file setup

●

TIP File Setup

Setup & Delivery of Standard TIP Files: $250 /request (Unlimited files per request)

Custom TIP File Development: $250 /request (Includes up to 2 hours of programming. If beyond, additional time will be $200 /hour consultation and development.)

Client Dedicated Line Data Access

For USBFS clients requiring continuous on-line access to USBFS shareholder accounting systems, such as for client call center support:

●

$7,000 /year per workstation for TA2000 AWD access

●

Data communications setup and monthly charges based upon location and bandwidth

●

Training billed at hourly rates plus miscellaneous expenses

Programming Charges

●

$200 /hour

●

Charges incurred for customized services based upon fund family requirements Including but not limited to:

Fund setup programming (transfer agent system, statements, options, etc.)- estimate 10 hours per CUSIP

Conversion programming

Customized service development

Voice response system setup (menu selections, shareholder system integration, testing, etc.) -estimated at 3 hours per fund family

All other client specific customization and/or development services

Outbound Calling & Marketing Campaigns - Cost based on project requirements.

Amended Exhibit C (continued) to the Transfer Agent Agreement- Supplemental Services Fee Schedule at January 2019

Transfer Agent Training Services

●

On-site al USBFS - $1,500 /day

●

At client location - $2,500 /day plus travel and miscellaneous expenses if required

Short-Term Trader - Software application used to track and/or assess transaction fees that are determined to be short- term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee.

●

90 days or less: $0.08 /open account

●

91-180 days: $0.14 /open account

●

181-270 days: $0.20 /open account

●

271 days - 1 year: $0.26 /open account

●

1 year - 2 years: $0.38 /open account

Cost Basis Reporting -Annual reporting of shareholder cost basis for non-fiduciary direct accounts based upon an average cost single category basis calculation.

●

$1.00 /direct open account per year

Excessive Trader - Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.

●

$500 setup /fund group of 1-5 funds, $1,500 setup /fund group of over 5 funds

●

$0.12 /account per year

12b-1 Distribution Fee Aging - Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age will be charged at $1.50 per open account per year.

Email Services - Services to capture, queue, monitor, service and archive shareholder email correspondence:

●

$1,500 setup /fund group

●

$500 /month administration

●

$5.00 /received email correspondence

Dealer Reclaim Services Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.

●

$1,000 /fund group per month

Shareholder Performance Statements - We have a variety of features available for providing account or portfolio level performance information on investor statements. Actual costs will depend upon specific client requirements.

●

Setup - $35,000 /fund group

●

Annual Fee - $0.17 /open and closed account

Literature Fulfillment Services

●

Account Management

$250 /month (account management, lead reporting and database administration)

●

Miscellaneous Expenses

Included but not limited to kit and order processing expenses, postage, and printing.

●

Inbound Teleservicing Only

Account Management - $250 /month

Call Servicing - $1.25 /minute

●

Lead Conversion Reporting (Closed Loop)

●

Account Management - $500 /month

●

Database Installation, Setup, $1,500 /fund group

●

Specialized Programming - (Separate Quote)

Fees exclude postage and printing charges.

Exhibit C (continued) to the TRANSFER AGENT & SHAREHOLDER SERVICES ,

' -SUPPLEMENTAL SERVICES FEE SCHEDULE at January , 2019

Charges Paid by Investors

Shareholder accounts will be charged based upon the type of activity and type of account, including the following: Qualified Plan Fees (80% USBFS/20% split with ETCO)

●

$15.00 /qualified plan account or Coverdell ESA account (Cap at $15.00/SSN)

●

$25.00 /transfer to successor trustee waive

●

$25.00 /participant distribution (Excluding SWPs) ● waive

●

$25.00 /refund of excess contribution - waive

●

$25.00 /reconversion/recharacterization - waive

Additional Shareholder Paid Fees

●

$15.00 /outgoing wire transfer or overnight delivery

●

$5.00 /telephone exchange -waive

●

$25.00 /return check or ACH or stop payment

●

$5.00 /research request per account (Cap at $25,00 /request) (This fee applies to requests for statements older than the prior year)

Physical Certificate Processing - Services to support the setup and processing of physical certificated shares for a fund family:

●

$750 setup/fund group

●

$10.00 /certificate transaction

Same Day Cash Management

●

Setup: $1,500 (Access via Internet VPN)

●

Service: $200 /user per month

Real Time Cash Flow

●

Implementation (one time charge) & Recurring Charges (monthly)

●

5 Users - $3,750 10 Users - $6,375

●

20 Users -$10,500 30 Users-$12,375

●

40 Users - $13,500 50 Users - $15,000

●

Training

WebEx - $500 /user

On Site at USBFS - $1,500 /day

At Client Location ● $2,500 /day plus travel and miscellaneous expenses if required

●

Real Time Data Feeds

●

Implementation (per feed) - $225 /hour (8 hour estimate)

●

Recurring (per feed) - $375 /month

CUSIP Setup·

●

Subsequent CUSIP Setup - $1,500 /CUSIP

●

Expedited CUSIP Setup· $3,000 /CUSIP (Less than 35 days)

CTI Reporting - Integrated custom detailed call reporting)

●

250 /monthly report

Exhibit C to the Transfer Agent Servicing Agreement Supplemental Services Fee Schedule at January 2019

Electronic Confirm Presentation

eCDLY will load shareowner dally confirmations (financial transactions only, does not include maintenance confirmations) and send notification lo consented shareowners of a new document to view.

●

Document Loading, Storage, and Access $0.08 per statement

●

Document Consent Processing, Suppression, and Notification - $0.35 per suppressed statement

●

Development & implementation of Electronic Confirm Statements - $12,000 Initial setup fee

Note: Quarterly minimum fee of S500.

Electronic Investor Statement Presentation

eStatements will load shareowner Investor statements In a PDF formal and send notification to the consented shareowners of a new document to view.

●

Document Loading, Storage, and Access - $0.08 per statement

●

Document Consent Processing, Suppression, and Notification - $0.35 per suppressed statement

●

Development & Implementation of Electronic Investor Statements -$5,000 initial setup fee

Electronic Tax Presentation

eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.

●

Document Loading, Storage, and Access – $0.08 per statement

●

Document Consent Processing, Suppression, and Notification - $0.35 per suppressed statement

●

Development & Implementation of Electronic Tax Statements - $5,000 initial setup fee

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

●

Document Loading, Storage, and Access

●

Document Consent Processing, Suppression, and Notification - $0.35 per suppressed statement

●

Development & Implementation of Electronic Compliance Documents - $5,000 initial setup fee

Note: Annual compliance minimum fee of $5,000.

Vision Electronic Statements

Provides the capability for financial intermediaries to access electronic statements via the Vision application.*

●

Implementation Fees - $5,000 per fund group

●

Load charges $0.05 per image

●

Archive charge (for any Image stored beyond 2 years) - $0.015 per document

Normal Vision ID and activity charges also apply.

FIRST AMENDMENT TO

SERVICES AGREEMENT FOR TRUST & REGULATORY GOVERNANCE

This first amendment ("Amendment") to the Services Agreement for Trust & Regulatory Governance (the "Agreement") dated as of March 1, 2016 by and between Praxis Mutual Funds (the "Trust") on behalf of the series of the Trust listed on Schedule A and Foreside Management Services, LLC, as assignee from Beacon Hill Fund Services, Inc. by consent ("Foreside" in lieu of “Beacon Hill") is entered into as of November 1, 2019 (the "Effective Date").

WHEREAS, the Trust and Foreside ("Parties") desire to amend the first sentence of the first paragraph of Section 4 of the Agreement to delete "January 1, 2017" and replace with January 1, 2023; and

WHEREAS, Section 12(a) of the Agreement requires that no amendment, modification to or assignment of this Agreement shall be valid unless made in writing and executed by both parties hereto.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.

The first paragraph of Section 4 of the Agreement is hereby deleted and replaced in its entirety by the following:

The services to be rendered by Foreside under this Agreement shall commence upon the date of this Agreement and shall continue in effect until January 1, 2023, unless earlier terminated pursuant to the terms of this Agreement. The Agreement will remain in full force from year to year thereafter, subject to annual approval by the Board. The Agreement may be terminated without penalty by either party by providing the other party with sixty (60) days written notice of termination.

Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

This Amendment shall be governed by, and the provisions of this Amendment shall construed and interpreted under and in accordance with, the laws of the State of Ohio and federal securities laws.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

PRAXIS MUTUAL FUNDS		FORESIDE MANAGEMENT SERVICES, LLC

By:	/s/ Marlo J. Kauffman	By:	/s/ David M. Whitaker
	Marlo J. Kauffman, Vice President		David M. Whitaker, President

SECOND AMENDMENT

TO MASTER SERVICES AGREEMENT

This Second Amendment (this “Amendment") to the Master Services Agreement dated as of March 1, 2016, as amended (the "Agreement"), by and between Foreside Management Services, LLC, a Delaware limited liability company, as assignee from Beacon Hill Fund Services Inc. by consent (the "Client") on behalf of Praxis Mutual Funds, a Delaware statutory trust, and Ultimus Fund Solutions, LLC ("Ultimus"), an Ohio limited liability company, is effective as of November 1, 2019 (the "Effective Date").

WHEREAS, the parties desire to amend Section 8.1 of the Agreement to change the term of the Agreement; and

WHEREAS, pursuant to Section 21.3 of the Agreement, the parties may only amend or waive all of part of the Agreement by written amendment or waiver signed by both parties.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

Section 8.1 is deleted in its entirety and replaced with the following:

8.1. Initial Term. This Agreement shall continue in effect, unless terminated earlier by either party as provided under this Section 8, until January 1, 2023 (the "Initial Term”).

Except as expressly hereby amended, all of the provisions of the Agreement shall remain unamended and in full force and effect as if fully set forth herein.

This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Ohio and the applicable provisions of the 1940 Act.

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer as of the Effective Date.

FORESIDE MANAGEMENT SERVICES, LLC		ULTIMUS FUND SOLUTIONS, LLC

By:	/s/ David M. Whitaker	By:	/s/ David James
Name:	David M. Whitaker	Name:	David James
Title:	President	Title:	Executive Vice President and Chief Legal and Risk Officer

For Internal Use ONLY

Everence Capital Management

Identification Number:	ECAP-IADV-2024

Organizational Function Area:	Investment Advisor

Policy For:	Code of Ethics

Approved By:	President

Department/Individual Responsible
For Maintaining/Updating Policy:	Chief Compliance Officer

Code of Ethics

Policy

This Code of Ethics (Code) has been adopted by EVERENCE CAPITAL MANAGEMENT, INC. and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act).

This Code establishes rules of conduct for all employees of EVERENCE CAPITAL MANAGEMENT, INC. and is designed to, among other things; govern personal securities trading activities in the accounts of employees, their immediate family/household accounts and accounts in which an employee has a beneficial interest. The Code is based upon the principle that EVERENCE CAPITAL MANAGEMENT, INC. and its employees owe a fiduciary duty to EVERENCE CAPITAL MANAGEMENT, INC.'s clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by EVERENCE CAPITAL MANAGEMENT, INC. continue to be applied. The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee.

Pursuant to Section 206 of the Advisers Act, both EVERENCE CAPITAL MANAGEMENT, INC. and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone. It means that the EVERENCE CAPITAL MANAGEMENT, INC. has an affirmative duty of utmost good faith to act solely in the best interest of its clients.

EVERENCE CAPITAL MANAGEMENT, INC. and its employees are subject to the following specific fiduciary obligations when dealing with clients:

●	The duty to have a reasonable, independent basis for the investment advice provided;

●	The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

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●	The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

●	A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, EVERENCE CAPITAL MANAGEMENT, INC. expects every employee to demonstrate the highest standards of ethical conduct for continued employment with EVERENCE CAPITAL MANAGEMENT, INC. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with EVERENCE CAPITAL MANAGEMENT, INC. EVERENCE CAPITAL MANAGEMENT, INC.'s reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of the Chief Compliance Officer for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with EVERENCE CAPITAL MANAGEMENT, INC. or any affiliate.

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of EVERENCE CAPITAL MANAGEMENT, INC. in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer. The Chief Compliance Officer may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.

Recognizing the importance of maintaining EVERENCE CAPITAL MANAGEMENT’S reputation and consistent with our fundamental principles of honesty, integrity and professionalism, the EVERENCE CAPITAL MANAGEMENT requires that a supervised person advise the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or legal proceeding of any kind. EVERENCE CAPITAL MANAGEMENT will maintain such information on a confidential basis.

The Chief Compliance Officer will periodically report to senior management and the board of directors of EVERENCE CAPITAL MANAGEMENT, INC. to document compliance with this Code.

Definitions

For the purposes of this Code, the following definitions shall apply:

●	*1933 Act* means the Securities Act of 1933, as amended.

●	*1934 Act* means the Securities Exchange Act of 1934, as amended.

●

Access person means any supervised person who: has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable fund our firm or its control affiliates manage or has access to such recommendations; or is involved in making securities recommendations to clients that are nonpublic.

●

Account means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest, controls or exercises investment discretion.

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●	*Advisers Act* means the Investment Advisors Act of 1940, as amended.

●	*Automatic investment plan* means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

●	*Beneficial interest* shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has a beneficial interest in a security for purposes of Section 16 of such Act and the rules and regulations thereunder.

●	*Beneficial ownership* shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder.

●	*Chief Compliance Officer (CCO)* refers to the Chief Compliance Office of EVERENCE CAPITAL MANAGEMENT, INC.

●	*Control* means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

●	*Fund* means an investment company registered under the Investment Company Act.

●	*Initial public offering (IPO)* means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

●

Inside information means non-public information (i.e., information that is not available to investors generally) that there is a substantial likelihood that a reasonable investor would consider to be important in deciding whether to buy, sell or retain a security or would view it as having significantly altered the “total mix” of information available.

●

Insider is broadly defined as it applies to EVERENCE CAPITAL MANAGEMENT, INC.’s Insider Trading policy and procedures. It includes our Firm’s officers, directors and employees. In addition, a person can be a “temporary insider” if they enter into a special confidential relationship in the conduct of the Firm’s affairs and, as a result, is given access to information solely for EVERENCE CAPITAL MANAGEMENT, INC.’s purposes. A temporary insider can include, among others, EVERENCE CAPITAL MANAGEMENT, INC.’s attorneys, accountants, consultants, and the employees of such organizations. Furthermore, EVERENCE CAPITAL MANAGEMENT, INC. may become a temporary insider of a client it advises or for which it performs other services. If a client expects EVERENCE CAPITAL MANAGEMENTS, INC. to keep the disclosed non-public information confidential and the relationship implies such a duty, then EVERENCE CAPITAL MANAGEMENT, INC. will be considered an insider.

●	*Insider trading* is generally understood to refer to the effecting of securities transactions while in possession of material, non-public information (regardless of whether one is an “insider”) or to the communication of material, non-public information to others.

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●

Investment person means a supervised person of EVERENCE CAPITAL MANAGEMENT, INC. who, in connection with his or her regular functions or duties, makes recommendations regarding the purchase or sale of securities for client accounts (e.g., portfolio manager) or provides information or advice to portfolio managers, or who help execute and/or implement the portfolio manager’s decision (e.g., securities analysts, traders, and portfolio assistants); and any natural person who controls EVERENCE CAPITAL MANAGEMENT, INC. and who obtains information concerning recommendations made regarding the purchase or sale of securities for client accounts.

●

Investment-related means activities that pertain to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with an investment adviser, broker-dealer, municipal securities dealer, government securities broker-dealer, issuer, investment company, futures sponsor, bank, or savings association).

●	*Limited offering* means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act of 1933.

●	*Private fund* means an issuer that would be an investment company as defined in section 3 of the Investment Company Act of 1940 but for section 3(c)(1) or 3(c)(7) of that Act.

●	*Registered fund* means any investment company registered under the Investment Company Act.

●	*Reportable fund* means any registered investment company, i.e., mutual fund, for which our Firm, or a control affiliate, acts as investment adviser, as defined in section 2(a) (20) of the Investment Company Act, or principal underwriter.

●

Reportable security means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless EVERENCE CAPITAL MANAGEMENT, INC. or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless EVERENCE CAPITAL MANAGEMENT, INC. or a control affiliate acts as the investment adviser or principal underwriter for the fund.

●

Supervised person means directors, officers and partners of EVERENCE CAPITAL MANAGEMENT, INC. (or other persons occupying a similar status or performing similar functions); employees of EVERENCE CAPITAL MANAGEMENT, INC.; and any other person who provides advice on behalf of EVERENCE CAPITAL MANAGEMENT, INC. and is subject to EVERENCE CAPITAL MANAGEMENT, INC.'s supervision and control.

Responsibility

The responsible party is listed on page 1.

Chief Compliance Officer’s Designee

Unless otherwise specifically noted, EVERENCE CAPITAL MANAGEMENT, INC.’s employees are permitted to submit required reports to the CCO’s assistant.

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Requirements

Standards of Business Conduct

EVERENCE CAPITAL MANAGEMENT, INC. places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (SEC).

Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all EVERENCE CAPITAL MANAGEMENT, INC.'s access persons as defined herein. These procedures cover transactions in a reportable security in which an access person has a beneficial interest in or accounts over which the access person exercises control as well as transactions by members of the access person’s immediate family and/or household.

Personal Securities Transactions

General Policy

EVERENCE CAPITAL MANAGEMENT, INC. has adopted the following principles governing personal investment activities by EVERENCE CAPITAL MANAGEMENT, INC.'s supervised persons:

●	The interests of client accounts will at all times be placed first;

●	All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; and

●	Access persons must not take inappropriate advantage of their positions.

Interested Transactions

No access person shall recommend any securities transactions for a client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:

●	any direct or indirect beneficial ownership of any securities of such issuer;

●	any contemplated transaction by such person in such securities;

●	any position with such issuer or its affiliates; and

●	any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.

Pre-Clearance

EVERENCE CAPITAL MANAGEMENT, INC. has instituted a policy whereby access persons are prohibited from purchasing any reportable securities for a covered account unless pre- clearance for each such transaction is granted by the Chief Compliance Officer or other designee. Any questions whatsoever regarding this policy should be directed to either the Chief Compliance Officer or other designee. An access person is permitted, without obtaining pre-clearance, to purchase or sell any exempt (non-reportable) security.

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Pre-clearance for such transactions must be obtained by completing and signing the Pre- clearance Form provided for that purpose by the Chief Compliance Officer. The Chief Compliance Officer or other designee monitors all transactions by all access persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front-running.

●

Pre-Clearance Required for Participation in IPOs - No access person shall acquire any beneficial ownership in any securities in an Initial Public Offering for his or her account, as defined herein without the prior written approval of the Chief Compliance Officer who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.

●

Pre-Clearance Required for Private or Limited Offerings - No access person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of the Chief Compliance Officer who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the access person’s activities on behalf of a client) and, if approved, will be subject to continuous monitoring for possible future conflicts.

Blackout Periods

No access person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within five (5) business days before or after the rebalancing of the Praxis Index Funds. This rebalancing will take place on the third Friday of December on an annual basis.

No access person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial interest within seven (7) calendar days after any client trades in that security unless all of the transactions contemplated by the client in that security have been completed prior to such transaction. If a securities transaction is executed by a client within seven (7) calendar days after an access person executed a transaction in the same security, the Chief Compliance Officer will review the access person’s and the client’s transactions to determine whether the access person did not meet his or her fiduciary duties to the client in violation of this Code.

Reporting Requirements

Every access person shall provide initial and annual holdings reports and quarterly transaction reports to the Chief Compliance Officer which must contain the information described below. It is the policy of EVERENCE CAPITAL MANAGEMENT, INC. that each access person must provide copies of their brokerage account statements and trade confirmations of all securities transactions to the Chief Compliance Officer.

1.	Initial Holdings Report

Every access person shall, no later than ten (10) days after the person becomes an access person, file an initial holdings report containing the following information:

●

The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the access person had any direct or indirect beneficial interest ownership when the person becomes an access person;

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●

The name of any broker, dealer or bank, account name, number and location with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of the access person; and

●

The date that the report is submitted by the access person.

The information submitted must be current as of a date no more than forty-five (45) days before the person became an access person.

2.	Annual Holdings Report

Every access person shall, no later than January 31 each year, file an annual holdings report containing the same information required in the initial holdings report as described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.

3.	Quarterly Transaction Reports

Every access person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report containing the following information.

With respect to any transaction during the quarter in a reportable security in which the access persons had any direct or indirect beneficial ownership:

●

The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security;

●

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

●

The price of the reportable security at which the transaction was effected;

●

The name of the broker, dealer or bank with or through whom the transaction was effected; and

●

The date the report is submitted by the access person.

4.	Exempt Transactions

An access person need not submit a report with respect to:

●

Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control;

●

Transactions effected pursuant to an automatic investment plan, e.g. a dividend retirement plan;

●

A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that EVERENCE CAPITAL MANAGEMENT, INC. holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

●

Any transaction or holding report if EVERENCE CAPITAL MANAGEMENT, INC. has only one access person, so long as the firm maintains records of the information otherwise required to be reported.

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5.	Monitoring and Review of Personal Securities Transactions

The Chief Compliance Officer, or such other individual(s) designated in this Code of Ethics, will monitor and review all reports required under the Code for compliance with EVERENCE CAPITAL MANAGEMENT, INC.'s policies regarding personal securities transactions and applicable SEC rules and regulations. The Chief Compliance Officer may also initiate inquiries of access persons regarding personal securities trading. Access persons are required to cooperate with such inquiries and any monitoring or review procedures employed EVERENCE CAPITAL MANAGEMENT, INC. Any transactions for any accounts of the Chief Compliance Officer will be reviewed and approved by the President, or other designated supervisory person. The Chief Compliance Officer shall at least annually identify all access persons who are required to file reports pursuant to the Code and will inform such access persons of their reporting obligations.

Education

As appropriate, EVERENCE CAPITAL MANAGEMENT, INC. will provide employees with periodic training regarding the Firm’s Code of Ethics and related issues to remind employees of their obligations, and amendments and regulatory changes.

7.	General Sanction Guidelines

It should be emphasized that all required filings and reports under the Firm’s Code of Ethics shall be monitored by the Chief Compliance Officer or such other individual(s) designated in this Code of Ethics. The Chief Compliance Officer will receive and review report(s) of violations periodically. Violators may be subject to an initial written notification, while a repeat violator shall review reprimands including administrative warnings, demotions, suspensions, a monetary fine, or dismissal of the person involved.

Prohibition against Insider Trading

Introduction

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and EVERENCE CAPITAL MANAGEMENT, INC. to stringent penalties. Criminal sanctions may include the imposition of a monetary fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order censuring, suspending or permanently barring you from the securities industry. Finally, supervised persons and EVERENCE CAPITAL MANAGEMENT, INC. may be sued by investors seeking to recover damages for insider trading violations.

The rules contained in this Code apply to securities trading and information handling by supervised persons of EVERENCE CAPITAL MANAGEMENT, INC. and their immediate family members.

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by EVERENCE CAPITAL MANAGEMENT, INC.), while in the possession of material, nonpublic information, nor any personnel of EVERENCE CAPITAL MANAGEMENT, INC. may communicate material, nonpublic information to others in violation of the law.

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1.	What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the Chief Compliance Officer.

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.

You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to EVERENCE CAPITAL MANAGEMENT, INC.'s securities recommendations and client securities holdings and transactions.

2.	What is Nonpublic Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through the Internet, a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

3.	Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by EVERENCE CAPITAL MANAGEMENT, INC. (Client Accounts), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

●

Report the information and proposed trade immediately to the Chief Compliance Officer.

●

Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

●

Do not communicate the information inside or outside the firm, other than to the Chief Compliance Officer.

●

After the Chief Compliance Officer has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

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You should consult with the Chief Compliance Officer before taking any action. This high degree of caution will protect you, our clients, and the firm.

4.	Contacts with Public Companies

Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of EVERENCE CAPITAL MANAGEMENT, INC. or other person subject to this Code becomes aware of material, nonpublic information. This could happen, for example, if a company’s chief financial officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, EVERENCE CAPITAL MANAGEMENT, INC. must make a judgment as to its further conduct. To protect yourself, your clients and the firm, you should contact the Chief Compliance Officer immediately if you believe that you may have received material, nonpublic information.

5.	Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Supervised persons of EVERENCE CAPITAL MANAGEMENT, INC. and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

6.	Restricted/Watch Lists

Although EVERENCE CAPITAL MANAGEMENT, INC. does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.

The Chief Compliance Officer may place certain securities on a “restricted list.” Access persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed. Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list. The Chief Compliance Officer shall take steps to immediately inform all supervised persons of the securities listed on the restricted list.

The Chief Compliance Officer may place certain securities on a “watch list.” Securities issued by companies about which a limited number of supervised persons possess material, nonpublic information should generally be placed on the watch list. The list will be disclosed only to the Chief Compliance Officer and a limited number of other persons who are deemed necessary recipients of the list because of their roles in compliance.

Rumor Mongering

Spreading false rumors to manipulate the market is illegal under U.S securities laws. Moreover, this type of activity is considered by regulators to be a highly detrimental form of market abuse damaging both investor confidence and companies constituting important components of the financial system. This form of market abuse is vigorously investigated and prosecuted. Although there may be legitimate reasons to discuss rumors under certain circumstances; for example, to attempt to explain observable fluctuations in the market or a particular issuer’s share price, the dissemination of false information in the market in order to capitalize on the effect of such dissemination for personal or client accounts is unethical and will not be tolerated. Firms are required to take special care to ensure that its personnel neither generate rumors nor pass on rumors to clients or other market participants in an irresponsible manner.

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Even where a rumor turns out to be true, among other things, trading on unsubstantiated information also creates a risk that the firm may trade on inside information which was leaked in violation of the law.

General Policy

It is EVERENCE CAPITAL MANAGEMENT, INC.'s policy that unverified information be communicated responsibly, if at all, and in a manner which will not distort the market. No supervised person of EVERENCE CAPITAL MANAGEMENT, INC. shall originate a false or misleading rumor in any way, or pass-on an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.

Communications issued from EVERENCE CAPITAL MANAGEMENT, INC. should be professional at all times, avoiding sensational or exaggerated language. Factual statements which could reasonably be expected to impact the market should be carefully verified, if possible, before being issued in accordance with the procedures set forth below. Verification efforts should be documented in writing and maintained in the firm’s records.

These guidelines apply equally to written communications, including those issued via Bloomberg, instant messaging, email, chat rooms or included in published research notes, articles or newsletters, as well as to verbal communications. Statements which can reasonably be expected to impact the market include those purporting to contain factual, material or non-public information or information of a price-sensitive nature. The facts and circumstances surrounding the statement will dictate the likelihood of market impact.

For example, times of nervous or volatile markets increase both the opportunity for and the impact of rumors. If a supervised person is uncertain of the likely market impact of the dissemination of particular information, he/she should consult the Chief Compliance Officer or a member of senior management.

What is a Rumor? In the context of this policy, "rumor" means either a false or misleading statement which has been deliberately fabricated or a statement or other information purporting to be factual but which is unsubstantiated. A statement is not a rumor if it is clearly an expression of opinion, such as an analyst’s view of a company’s prospects.

Rumors often originate from but are not limited to Internet blogs or bulletin boards among other sources.

When is a Rumor Unsubstantiated? In the context of this policy, a rumor is unsubstantiated when it is:

●

not published by widely circulated public media, or

●

the source is not identified in writing, and

●

there has been no action or statement by a regulator, court or legal authority lending credence to the rumor, or

●

there has been no acknowledgement or comment on the rumor from an official spokesperson or senior management of the issuer.

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When May a Rumor Be Communicated? Rumors may be discussed legitimately within the confines of the firm, for example, within an Investment Committee Meeting, when appropriate, for example, to explain or speculate regarding observable market behavior.

A rumor may also be communicated externally, that is, with clients or other market participants such as a broker or other counterparty, only:

●

as set forth in these procedures,

●

when a legitimate business purpose exists for discussing the rumor.

Legitimate Business Purposes for Communicating a Rumor Externally: Legitimate business purposes for discussing rumors outside of the confines of the firm include:

●

when a client is seeking an explanation for erratic share price movement or trading conditions of a security which could be explained by the rumor, or

●

discussions among market participants seeking to explain market or trading conditions or one’s views regarding the validity of a rumor.

Form in Which Rumor Can Be Communicated Externally: Where a legitimate business purpose exists for discussing a rumor externally, care should be taken to ensure that the rumor is communicated in a manner that:

●

provides the origin of the information (where possible);

●

gives it no additional credibility or embellishment;

●

makes clear that the information is a rumor; and

●

makes clear that the information has not been verified.

Trading: Where a decision to place a trade in a client account is based principally on a rumor, the portfolio manager or trader must obtain the prior approval of a member of senior management.

Reporting & Monitoring: In order to ensure compliance with this policy, EVERENCE CAPITAL MANAGEMENT, INC. may seek to uncover the creation and/or dissemination of false or misleading rumors by supervised persons for the purpose of influencing the market price of the security through targeted monitoring of communications and/or trading activities. For example, the Chief Compliance Officer may proactively select and review random emails or conduct targeted word searches of emails, or Bloomberg/instant messages. He/she may also flag trading pattern anomalies or unusual price fluctuations and retrospectively review emails, phone calls, Bloomberg/instant messages, etc. where highly unusual and apparently fortuitous profit or loss avoidance is uncovered.

Supervised persons are required to report to the Chief Compliance Officer or a member of senior management when he/she has just cause to suspect that another supervised person of EVERENCE CAPITAL MANAGEMENT, INC. has deliberately fabricated and disseminated a false or misleading rumor or otherwise communicated an unsubstantiated rumor about a security or its issuer for the purpose of influencing the market price of the security.

Whistleblower Policy

As articulated in this Code's Statement of General Policy and Standards of Business Conduct, central to our firm's compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Compliance Manual, and their consistent implementation by all supervised persons of EVERENCE CAPITAL MANAGEMENT, INC. evidence the Firm's unwavering intent to place the interests of clients ahead of self-interest for EVERENCE CAPITAL MANAGEMENT, INC., our management and staff.

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Every employee has a responsibility for knowing and following the firm’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firm's president has overall supervisory responsibility for the firm.

Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders and one another. Improper conduct on the part of any employee puts the Firm and company personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of our company’s policies.

Reporting Potential Misconduct

To ensure consistent implementation of such practices, it is imperative that supervised persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a supervised person or other party) confidentially and without retaliation.

EVERENCE CAPITAL MANAGEMENT, INC.'s Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.

Supervised persons may report potential misconduct by calling the Whistleblower Hotline (1-800-222-5054, ext. 2313 OR 1-574-533-9515, ext. 2313). Reports of violations or suspected violations must be reported to the Chief Compliance Officer or other designated members of senior management. Supervised persons may report suspected improper activity by the Chief Compliance Officer to the Firm’s other senior management.

Responsibility of the Whistleblower

A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of this Manual or the Firm’s Code of Ethics. A malicious allegation known to be false is considered a serious offense and will be subject to disciplinary action that may include termination of employment.

Handling of Reported Improper Activity

The Firm will take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.

In order to protect the confidentiality of the individual submitting such a report and to enable EVERENCE CAPITAL MANAGEMENT, INC. to conduct a comprehensive investigation of reported misconduct, supervised persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.

No Retaliation Policy

It is the Firm’s policy that no supervised person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A supervised person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A supervised person who believes she/he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the Chief Compliance Officer or to the Firm’s other senior management in the event the concern pertains to the Chief Compliance Officer.

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Reporting Violations and Sanctions

All supervised persons shall promptly report to the Chief Compliance Officer or, provided the Chief Compliance Officer receives such reports, to such other individual(s) designated in this Code of Ethics, all apparent or potential violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

The Chief Compliance Officer shall promptly report to senior management all apparent material violations of the Code. When the Chief Compliance Officer finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the firm.

Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. EVERENCE CAPITAL MANAGEMENT, INC. has adopted the policies set forth below to guide access persons in this area.

General Policy

EVERENCE CAPITAL MANAGEMENT, INC.'s policy with respect to gifts and entertainment is as follows:

●	Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest;

●	No access persons may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does, or seeks to do, business with or on behalf of EVERENCE CAPITAL MANAGEMENT, INC.;

●	Access persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving EVERENCE CAPITAL MANAGEMENT, INC., or that others might reasonably believe would influence those decisions;

●	Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;

●	Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

●

Any access person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of EVERENCE CAPITAL MANAGEMENT, INC., including gifts and gratuities with value in excess of $300 per year (note – dual registrants sometimes use a $100 gift threshold for all employees based on FINRA rule), must obtain consent from the Chief Compliance Officer before accepting such gift.

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●

EVERENCE CAPITAL MANAGEMENT, INC’s policy prohibits access persons seeking to provide or offer any gift to existing clients, prospective clients, or any person or entity that does business with or on behalf of EVERENCE CAPITAL MANAGEMENT, INC. without obtaining pre-approval from the Chief Compliance Officer.

●	This reporting requirement does not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with EVERENCE CAPITAL MANAGEMENT, INC.

●

This gift reporting requirement is for the purpose of helping EVERENCE CAPITAL MANAGEMENT, INC. monitor the activities of its employees. However, the reporting of a gift does not relieve any access person from the obligations and policies set forth in this Section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift, please consult the Chief Compliance Officer.

Protecting the Confidentiality of Client Information

Confidential Client Information

In the course of investment advisory activities of EVERENCE CAPITAL MANAGEMENT, INC., the firm gains access to non-public information about its clients. Such information may include a person's status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by EVERENCE CAPITAL MANAGEMENT, INC. to clients, and data or analyses derived from such non-public personal information (collectively referred to as Confidential Client Information). All Confidential Client Information, whether relating to EVERENCE CAPITAL MANAGEMENT, INC.'s current or former clients, is subject to the Code's policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.

Non-Disclosure of Confidential Client Information

All information regarding EVERENCE CAPITAL MANAGEMENT, INC.'s clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm's policy and the client's direction. EVERENCE CAPITAL MANAGEMENT, INC. does not share Confidential Client Information with any third parties, except in the following circumstances:

●

As necessary to provide service that the client requested or authorized, or to maintain and service the client's account. EVERENCE CAPITAL MANAGEMENT, INC. will require that any financial intermediary, agent or other service provider utilized by EVERENCE CAPITAL MANAGEMENT, INC. (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by EVERENCE CAPITAL MANAGEMENT, INC. only for the performance of the specific service requested by EVERENCE CAPITAL MANAGEMENT, INC.;

●

As required by regulatory authorities or law enforcement officials who have jurisdiction over EVERENCE CAPITAL MANAGEMENT, INC., or as otherwise required by any applicable law. In the event EVERENCE CAPITAL MANAGEMENT, INC. is compelled to disclose Confidential Client Information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, EVERENCE CAPITAL MANAGEMENT, INC. shall disclose only such information, and only in such detail, as is legally required;

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●	To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.

Employee Responsibilities

All access persons are prohibited, either during or after the termination of their employment with EVERENCE CAPITAL MANAGEMENT, INC., from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above. An access person is permitted to disclose Confidential Client Information only to such other access persons who need to have access to such information to deliver the EVERENCE CAPITAL MANAGEMENT, INC.'s services to the client.

Access persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with EVERENCE CAPITAL MANAGEMENT, INC., must return all such documents to EVERENCE CAPITAL MANAGEMENT, INC.

Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.

Security of Confidential Personal Information

EVERENCE CAPITAL MANAGEMENT, INC. enforces the following policies and procedures to protect the security of Confidential Client Information:

●	The Firm restricts access to Confidential Client Information to those access persons who need to know such information to provide EVERENCE CAPITAL MANAGEMENT, INC.'s services to clients;

●

Any access person who is authorized to have access to Confidential Client Information in connection with the performance of such person's duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day;

●	All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;

●	Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by access persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.

Privacy Policy

As a registered investment adviser, EVERENCE CAPITAL MANAGEMENT, INC. and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the “nonpublic personal information” of natural person clients. 'Nonpublic information,' under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P EVERENCE CAPITAL MANAGEMENT, INC. has adopted policies and procedures to safeguard the information of natural person clients.

Enforcement and Review of Confidentiality and Privacy Policies

The Chief Compliance Officer is responsible for reviewing, maintaining and enforcing EVERENCE CAPITAL MANAGEMENT, INC.'s confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies. Any exceptions to this policy require the written approval of the Chief Compliance Officer.

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Records

The Chief Compliance Officer shall maintain and cause to be maintained in a readily accessible place the following records:

●	A copy of any Code of Ethics adopted by the Firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;

●	A record of any violation of EVERENCE CAPITAL MANAGEMENT, INC.'s Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

●

A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, an access person which shall be retained for five years after the individual ceases to be an access person of EVERENCE CAPITAL MANAGEMENT, INC.;

●	A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;

●	A list of all persons who are, or within the preceding five years have been, access persons;

●	A record of any decision and reasons supporting such decision to approve an access persons' acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Service as an Officer or Director

No access person shall serve as an officer or on the board of directors of any publicly or privately traded company without prior authorization by the Chief Compliance Officer or a designated supervisory person based upon a determination that any such board service or officer position would be consistent with the interest of EVERENCE CAPITAL MANAGEMENT, INC.'s clients. Where board service or an officer position is approved, EVERENCE CAPITAL MANAGEMENT, INC. shall implement a wall or other appropriate procedure, to isolate such person from making decisions relating to the company’s securities.

Acknowledgement

Initial Acknowledgement

All supervised persons will be provided with a copy of the Code and must initially acknowledge in writing to the Chief Compliance Officer that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) have reported all account holdings as required by the Code.

Acknowledgement of Amendments

All supervised persons shall receive amendments to the Code and must acknowledge to the Chief Compliance Officer in writing, or other means as approved by the Company, that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.

Annual Acknowledgement

All supervised persons must annually acknowledge to the Chief Compliance Officer in writing, or other means as approved by the Company, that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.

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Further Information

Supervised persons should contact the Chief Compliance Officer regarding any inquiries pertaining to the Code or the policies established herein.

Legal Reference

●	SEC Advisers Act Rule 204A-1

History

Effective Date	Last Review Date	Replaces Old Policy #
June 26, 2017	March 29, 2017	V-B-25

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Code of Ethics

Acknowledgement

I have read and reviewed the entire contents of EVERENCE CAPITAL MANAGEMENT'S Code of Ethics and have obtained an interpretation of any provision about which I had a question. I accept responsibility for understanding, complying with and when appropriate, seeking guidance regarding the Code.

I will report violations of the Code, laws or other EVERENCE CAPITAL MANAGEMENT policies of which I am aware or that I suspect have taken place. I understand that I am required to cooperate fully with EVERENCE CAPITAL MANAGEMENT in any investigation of violations. I understand that my failure to comply with the Code or other policies or procedures may result in disciplinary action, up to and including termination.

Signature		Date

Printed Name

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COMPLIANCE

Aperio Group, LLC

Code of Ethics and Business Conduct

Effective: September 17, 2019

Aperio v. [Latin] to make clear, to reveal the truth

www.aperiogroup.com

APERIO COMPLIANCE

Table of Contents

I.	Introduction and Key Definitions		4
II.	General Policies		7
III.	Conflicts of Interest		8
	A.	General Statement	8
	B.	Identification and Mitigation of Conflicts	9
	C.	Review of Conflicts	11
	D.	Disclosure of Material Conflicts to Investors and Clients	11
	E.	Outside Business Activities	12
	F.	Fiduciary Appointments	13
IV.	Gifts and Entertainment		13
	A.	Guiding Principles	13
	B.	General Rule and Reporting	13
	C.	Gift Guidelines	13
	D.	Business Entertainment Guidelines	14
	E.	Prohibitions	14
	F.	Permitted	15
	G.	Providing Gifts and Entertainment – Special Recipients, Limits, and Reporting	16
	H.	Receiving Gifts and Entertainment	21
	I.	Gifts and Entertainment Monitoring	23
V.	Insider Trading		23
	A.	General Statement	23
	B.	Definitions	24
	C.	Client Relationships	24
	D.	Rumors	25
	E.	Manipulative Trading Practices	25
	F.	Additional Restrictions	25
	G.	Resolving Issues Concerning Insider Trading	26
VI.	Personal Securities Trading		26
	A.	General Statement	26
	B.	Access Persons	26
	C.	Reportable Securities	27

APERIO COMPLIANCE

	D.	Beneficial Interest	27
	E.	Control	28
	F.	Restrictions and Limitations	30
	G.	Trade Confirmations	32
	H.	Reporting	33
	I.	Ethics and Compliance Committee Enforcement	34
VII.	Confidential Information		35
	A.	General Statement	35
	B.	Corporate Information	36
	C.	Client Information	36
	D.	Dishonest, Fraudulent, and Criminal Acts	36
VIII.	Political Activities		36
IX.	Whistleblower Policies and Procedures		37
	A.	Policy	37
	B.	Procedures	38
	C.	Whistleblower Statutes	38

APERIO COMPLIANCE

STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION

Aperio Group, LLC (“Aperio,” the “Firm,” “we” or “our”) is committed to integrity and the achievement of excellence in the conduct of its business. This extends to all dealings with the public, Clients, prospects and Supervised Persons.

Aperio is a fiduciary to its Clients. Supervised Persons therefore have an affirmative duty to act with integrity, competence and care in the best interests of Clients. Any conflicts of interest between Aperio or Supervised Persons and Clients will be resolved in the best interests of Clients.

Introduction and Key Definitions

Aperio, through teamwork and a commitment to quality by its owners, officers and Supervised Persons, has earned a reputation for integrity and excellence in providing investment management services to its Clients. Aperio values that reputation and is proud that the Firm is known for high standards of conduct.

Maintaining a reputation for integrity in the conduct of business can be a special challenge. We serve the interests of our owners, Clients, Supervised Persons and the communities in which we serve. This requires that we at all times attempt to avoid potential conflicts of interest and that we conduct our business and personal affairs with the highest ethical standards in order to merit the continued trust and confidence of our Clients and the public.

The Aperio Code of Ethics and Business Conduct (the “Code”) reflects the Firm’s expectations of appropriate ethical conduct by Supervised Persons.

This Code has been established to provide all Supervised Persons of Aperio with guidance and specific standards of conduct for situations where violations, inadvertent or otherwise, may occur in the day-to-day conduct of business. The Code applies to all Supervised Persons (which includes all Employees) of Aperio. Every Supervised Person is required to sign an acknowledgement of receipt and understanding of this Code as well as any subsequent material amendments.

This Code uses several terms with very specific meanings; these terms are generally capitalized. Some of these terms are defined in the context in which they are used, while others are defined as follows:

APERIO COMPLIANCE


Access Persons	Under Rule 204A-1 of the Advisers Act, an Access Person is any partner, officer, or director of Aperio, and any Employee or other Supervised Person of Aperio who in relation to Aperio’s Clients: ● has access to non-public information regarding any purchase or sale of securities, or non-public information regarding the portfolio holdings of any Client or “Reportable Fund” (as defined below); or ● is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. Under Rule 17j-1 of the Investment Company Act, Access Persons also include those Supervised Persons who make, participate in or obtain information regarding the purchase and sale of securities for Aperio’s registered investment company Clients (i.e. mutual funds) or whose functions relate to the making of any recommendations for such transactions.

Beneficial Interest or Beneficial Ownership	The concept of “beneficial ownership” of securities is broad and encompasses many situations. An individual has a “beneficial interest” not only in securities he or she owns directly, but also in (i) securities his or her spouse, minor children or relatives who live in his or her household, (ii) securities another person holds if the individual obtains benefits substantially equivalent to ownership (through any contract, understanding, relationship, or other arrangement) and (iii) securities held by certain types of entities that the individual controls or in which he or she has an equity interest.

Chief Compliance Officer (“CCO”)	All references to the responsibilities of the Chief Compliance Officer under this Code include persons to whom the Chief Compliance Officer has designated his responsibilities, including but not limited to other members of the Compliance Team, Supervised Persons of Aperio, and third-party compliance consultants (as applicable).

Compliance Team	The Compliance Team includes the Chief Compliance Officer, the Compliance Officer, the Compliance Associate, and any future Employee assigned to the Compliance department.

APERIO COMPLIANCE

Covered Account	Any account in which Aperio or an Access Person has a beneficial interest, other than accounts over which an Access Person has no direct or indirect influence or control. Covered Accounts typically include accounts held in an Access Person’s name, as well as in various forms of beneficial ownership. These include accounts at brokerage firms, banks, and any other institution that effects Securities transactions or holds Securities.

Designated Account	A Covered Account in which Aperio and/or Aperio’s owners have a beneficial interest but that Aperio has determined should not be subject to certain specified provisions of this Code. This may be because, among other factors, the account’s activities are subject to supervision in the ordinary course of Aperio’s business and/or because the account is in essence a client account. Designated Accounts are covered by regulatory reporting and preclearance requirements. An account will be a Designated Account only if the Chief Compliance Officer, in consultation with the Ethics and Compliance Committee, has specifically identified it as one.

Immediate Family	A person’s spouse, domestic partner, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws (as well as adoptive relationships that meet the above criteria) sharing the same household.

Investment Employees	All Employees who (i) in the course of their regular functions or duties, make (e.g., portfolio managers) or participate in making investment decisions or recommendations, including providing information and advice to portfolio managers (e.g., research analysts) and (ii) all Employees who execute a portfolio manager’s decisions (i.e., traders). All Investment Employees of Aperio are also Access Persons under the Code.

Reportable Fund	Any investment company registered under the Investment Company Act for which Aperio serves as sub-adviser or investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with, Aperio. Note: Shares issued by Reportable Funds are Reportable Securities and are subject to all of the reporting and other requirements of this Code.

APERIO COMPLIANCE

Security

A Security includes any note, stock, bond, debenture, equipment trust certificate, trade acceptance, evidence of indebtedness, certificate of deposit, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, limited liability company interest, limited partnership interest, investment contract, put, call, straddle, option, or privilege on a financial instrument or interest or group or index thereof (including any interest therein or the value thereof), swap agreement, swaption, cap, collar, floor, forward rate agreement, forward contract, forward commitment for the purchase or sale of a financial interest, contract for differences, notional principal contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a “security” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of or warrant or right to subscribe to or purchase, any of the foregoing.

Any capitalized term used but not defined explicitly herein shall have the meaning ascribed to it in Aperio’s Investment Advisory Compliance Manual (the “Manual”).

II.

General Policies

Aperio’s Ethics and Compliance Committee, which is charged with the overall administration of the Code, is currently composed of four committee members, including:

●

The CEO;

●

The COO;

●

The Chief of Staff; and

●

The Chief Investment Officer.

The business affairs of the Firm shall be conducted in compliance with all statutes, rules and regulations of such governmental authorities that have jurisdiction over the Firm's operations.

All Supervised Persons are required to comply with applicable federal securities laws, including Rule 204A-1 under the Investment Advisers Act of 1940. In addition, because Aperio serves as a sub-adviser to registered investment companies, Aperio’s Code of Ethics must comply with Rule 17j-1 under the Investment Company Act of 1940 (the “ICA”), as well as Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”).

APERIO COMPLIANCE

This Code is designed to establish procedures for the detection and prevention of activities by which Supervised Persons, having knowledge of the holdings, recommended investments, and investment intentions of Clients, may abuse their fiduciary duties, and otherwise to deal with the type of conflict of interest situations addressed by Rule 204A-1 under the Advisers Act and Rule 17j-1 under the ICA.

The following general policies shall be applicable to any Supervised Person:

●

Use of the Firm's assets for any unlawful or improper purpose is prohibited.

●

No undisclosed or unrecorded fund or asset of the Firm shall be established for any purpose.

●

No false or artificial entries shall be made in the books and records of the Firm for any reason.

●

No payment on behalf of the Firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose, other than for purposes described by the documents supporting the payment.

●

All Supervised Persons of the Firm shall be responsible for the enforcement of and compliance with the Code, including necessary distribution by supervisors to their staff to ensure each Supervised Person has the appropriate knowledge and compliance required of them under the Code.

●

The Code cannot cover every possible situation or area of Supervised Person conduct. Any Supervised Person who is unsure about the propriety of a course of conduct, not clearly covered in the Code, should discuss the matter with his or her immediate supervisor. If any questions remain, then he or she should discuss the matter with the CCO or another member of the Compliance Team. In any case, the whistleblower procedures pursuant to this Code protect whistleblowers from potential retaliation from reporting such matters.

●

Supervised Persons are responsible for adherence to these standards. Supervisors must ensure that Supervised Persons subject to their supervision are familiar with the Code and the Manual.

●

The Firm is dependent on Client and investor confidence. Its reputation has been earned over a long period of time; and it can be tarnished by one unfortunate act. We must therefore conduct our business according to the highest ethical standards, always striving to avoid even the appearance of impropriety.

III.

Conflicts of Interest

General Statement

Aperio has a fiduciary duty to manage conflicts of interest fairly. In essence, a conflict of interest is a situation in which Aperio or a Supervised Person is in a position where the invidual’s or Aperio’s interests conflict with the duty owed to its Clients, or a situation in which Aperio’s duty to one Client conflicts with its duty to another. Supervised Persons should know that under no circumstances is it proper to use one's position with the Firm, directly or indirectly, for private gain, to advance personal interest, or to obtain favors or benefits for oneself, a family member or any other person.

APERIO COMPLIANCE

In addition to this policy, Aperio’s Compliance Manual and this Code are broadly designed to manage, control, detect and mitigate conflicts of interest by prescribing policies regarding email monitoring, requirements that Supervised Persons disclose and/or pre-clear certain gifts and outside business activities, restrictions on personal trading, management of material non-public information, as well as other detailed policies and procedures.

On at least an annual basis as part of Aperio’s compliance training, all Supervised Persons receive both formal training with respect to conflicts of interest detection and prevention.

Aperio strives to meet the highest standards of ethical and market practice in respect of the management of conflicts of interest and to act in the best interests of its Clients. In that regard, Aperio has the following practices and procedures in place.

Identification and Mitigation of Conflicts

For the purposes of identifying the types of conflicts and potential conflicts that arise, Aperio shall take into account whether Aperio, an Affiliate, or Supervised Person:

●

is likely to make a financial gain, or avoid a financial loss, at the expense of the Client;

●

has an interest in the outcome of a service provided to the Client or transaction carried out on behalf of the Client, which is distinct from the Client's interest in that outcome;

●

has an incentive to favor the interest of another Client or group of Clients over the interests of a Client; or

●

receives or will receive from a person other than the Client an inducement in relation to a service provided to the Client, in the form of remuneration, goods or services, that is not the standard commission or fee for that service.

Where possible, Aperio seeks to organize its business activities, including external arrangements, to avoid conflicts. Where Aperio is not reasonably confident that the interests of a Client will be adequately protected, Aperio shall disclose the general nature and/or sources of conflicts of interest to the Client before undertaking any business, and such disclosure will generally be made via Aperio’s Form ADV.

Supervised Persons should refrain from engaging in activities that give rise to situations that are in conflict with the best interests of Aperio. If a Supervised Person has an actual or potential conflict of interest, he or she must promptly notify the Compliance Team.

APERIO COMPLIANCE

The following are non-exclusive examples of such activities:

Knowingly competing with Aperio in any way (an illustration would be a Supervised Person competing with Aperio in the acquisition or disposition of securities, or other property, for personal gain).

Using or permitting others to use Aperio-owned equipment, materials or the time of other Supervised Persons for personal purposes in a significant or unauthorized way.

Seizing opportunities that may be suitable for Aperio for one’s personal gain without first offering such opportunity to Aperio.

Owning a material interest in any entity that has business relations with Aperio, or that is seeking to have business relationship with Aperio, except where such interest consists of:

Less than 5% stake in a company listed on a recognized stock exchange; or

Less than 5% stake in a bank or trust company which is a member of the Federal Reserve System.

Subject to limited exceptions granted on a case-by-case basis by the CCO, serving as an officer, director, employee, or consultant of, or in any management capacity for, any other entity that: (i) has business relations with Aperio or is seeking business relations with Aperio; or (ii) that is engaged in any type of business that is similar to the types of business carried on by Aperio.

Accepting gifts of more than token value (which for the purposes of the Code, is defined as less than $10), loans other than from established banking or financial institutions, or excessive entertainment or other substantial favors from any outside concern, which does business with or is seeking to do business with Aperio, or is a competitor of Aperio.

Disclosing or using confidential information belonging to Aperio for other than business purposes, including for personal profit or advantage.

In addition to the types of conflicts of interest contemplated above, all Supervised Persons must also notify the Compliance Team promptly if they become aware of any practice that arguably involves Aperio in a conflict of interest with any of its Clients, individuals, or entities with which Aperio conducts business. Supervised Persons reporting any potential conflicts of interest are fully protected by Aperio’s “whistleblower” policies described later in this Code and the Employee Handbook, as applicable.

APERIO COMPLIANCE

Review of Conflicts

Aperio monitors conflicts on an ongoing basis through various aspects of its compliance monitoring program. In addition, as part of the annual compliance review, the Compliance Team will identify and document the key conflicts and potential conflicts Aperio may encounter on a day-to-day basis and document these in the annual review report. This report will summarize the means by which Aperio manages these conflicts, and will generally consider the following potential conflicts:

Employee Related Conflicts:

●

Conflicts related to outside business activities, gifts, personal trading, etc.

Compensation-Related Conflicts and Incentives:

●

Lack of oversight of outside business activities

●

Incentives to place investors in accounts with fee structures that are high relative to the services provided, such as certain investment adviser or wrap fee accounts

Portfolio Management-Related Conflicts:

●

Investment advisers that prefer one client over another when managing multiple accounts side-by-side, due to financial incentives or personal relationships

●

Portfolio management activities by fund advisers that involve risks beyond the risk tolerance levels or stated objectives in the prospectus, such as overconcentration in a single issuer or sector, purchasing illiquid securities that appear to deliver higher returns, or a mismatch of fund liquidity to an expectation of fund redemptions

●

Affiliations between investment advisers and service providers or other financial institutions, such as any incentive for an investment adviser to use a broker-dealer for executing a client’s trade even though best execution is not achieved

Valuation Conflicts:

●

Incentives of broker-dealers and investment advisers to provide high marks in pricing relatively illiquid positions

●

Inflating valuations to attract investors and charge more fees

Disclosure of Material Conflicts to Investors and Clients

As a registered investment adviser, Aperio shall properly disclose actual and potential material conflicts to Clients. Generally, Aperio accomplishes this through disclosing material conflicts of interest in its Form ADV, or through such other means as determined appropriate by the Chief Compliance Officer. Generally, Aperio will maintain internal memos to document and monitor conflicts on an as needed basis.

APERIO COMPLIANCE

Outside Business Activities

Supervised Persons are required to seek prior written approval from the Compliance Team prior to accepting outside business activities, as such activities might subject the Firm and the Supervised Person to criticism or adverse publicity, affect the Supervised Person's ability to perform in a competent manner, or create the appearance of impropriety.

The purpose of this request is so that Aperio can make certain that such prohibited activities will not:

●

Interfere or conflict with the interests of the Firm;

●

Be in competition with the Firm;

●

Encroach upon regular work hours and duties or affect the Supervised Person's ability to carry out his or her work for the Firm; or

●

Involve the use of Firm equipment, supplies or facilities.

All Supervised Persons are required to annually update Aperio regarding any outside activities. An outside activity form and/or reporting interface is provided through Schwab Compliance Technologies, our automated on-line compliance software platform (“Schwab CT”).

As a general rule, Supervised Persons are prohibited from accepting outside employment in a professional capacity (e.g., as a lawyer, accountant, appraiser, etc.). Exceptions must be pre-approved by the CCO.

In determining whether an outside activity (business or non-profit) should be pre- cleared and disclosed, Supervised Persons should consider the following factors:

Will the Supervised Person be compensated for such activity?

Does the outside activity in any way relate to investment advisor services?

Does the activity take up more than 10 hours a week of the Supervised Person’s time?

Will the Supervised Person be an officer, director, or trustee of an outside organization?

If “YES” is the answer to any of the preceding questions, this activity will likely need to be pre-cleared and reported. Consult with the Compliance Team for any questions regarding this determination.

APERIO COMPLIANCE

Fiduciary Appointments

Supervised Persons should not accept fiduciary (including co-fiduciary) appointments, such as executor, administrator, guardian, trustee, custodian under a gifts to minors act or similar act, attorney in fact, or agent, except where family or particular personal circumstances would justify accepting such responsibility when there is a strong personal or family reason for doing so.

Except where relatives are involved, if a Supervised Person wishes to accept a fiduciary appointment, the prior approval of the CCO must be obtained.

Supervised Persons may be prohibited by law from accepting fees when serving as co-fiduciary with Aperio.

IV.

Gifts and Entertainment

Guiding Principles

Aperio holds its Supervised Persons to high ethical standards and strictly prohibits the giving or receipt of things of value that are designed to improperly influence the recipient. Anti-bribery and anti-corruption statues in the U.S. are broadly written, so Supervised Persons should consult with the Compliance Team if there is even an appearance of impropriety associated with the giving or receipt of anything of value.

General Rule and Reporting

Supervised Persons may give and receive gifts and entertainment generally, so long as such gifts and entertainment do not have the appearance of being lavish or excessive, and do not give the appearance of being designed to improperly influence the recipient or make the recipient feel beholden to the giver of the gift or entertainment, and are within the guidelines as set forth in detail below.

Supervised Persons must report gifts and entertainment, when required by the guidelines below, through every Supervised Person’s account on Schwab CT.

Gift Guidelines

Supervised Persons must report anything of value (a “gift”) given to or received from a vendor, Client, or other entities doing business with Aperio (“Business Contact”) in excess of $10 in value through Schwab CT, and the Compliance Team will monitor this reporting on an ongoing basis.

In any calendar year, a Supervised Person cannot give or accept more than $250 in aggregate per Business Contact. The foregoing thresholds may not apply to special categories of recipients (“Restricted Recipients”), as specifically designated in this section below.

APERIO COMPLIANCE

Examples of gifts include:

●

Holiday gifts including gift baskets, wine, and miscellaneous gifts, given or received close in time or during the December holidays or New Year

●

Wedding gifts, condolences, and baby gifts, subject to the exemption listed below

●

Products, including food and other consumer goods

●

Meals

●

Travel expenses and/or reimbursements

●

Tickets to sporting or other entertainment events (where an Aperio Business Contact does not attend)

●

Social events/parties (e.g., contract-signing parties)

●

Fees paid to attend union-sponsored events

●

Payments to charities

●

Sponsorship of sporting or fundraising events

Business Entertainment Guidelines

Supervised Persons must report all business entertainment with Business Contacts paid for by the Supervised Person in his or her expense reporting forms. The Compliance Team will review these expense reporting forms on a quarterly basis to monitor whether any business entertainment is excessive or lavish.

Notwithstanding the above, business entertainment with certain Clients (such as union personnel) or other Business Contacts (such as foreign government entities) may be subject to additional thresholds. Please see additional details below relating to the application of such restrictions to business entertainment. The Compliance Team will review the expense reporting forms for adherence to these limits.

“Entertainment” is defined broadly as including, without limitation, any meals, drinks, lodging, tickets to sporting events or the theater, golf outings, social events, hospitality events, charitable events, or comparable entertainment events, and it includes any transportation and/or lodging accompanying or related to such activity or event, including entertainment offered in connection with an education event or business event, in every case where the giver/provider is present. If the giver/provider is not present then the Entertainment is considered a Gift and is subject to the thresholds and reporting under the Gift Policy above.

Prohibitions

●

No Cash or Business Opportunities. Supervised Persons are prohibited from receiving and/or giving any cash gifts, securities, investment opportunities, business opportunities, or equivalent gifts such as gift certificates, gift cards, money orders or checks.

APERIO COMPLIANCE

●

No Solicitation. Supervised Persons must not solicit gifts or entertainment.

●

Nothing Excessive. Supervised Persons may not accept or provide entertainment that is so frequent, extensive, lavish, or questionable in taste as to raise any questions of impropriety. This may be a subjective standard, but industry practice and compliance guidelines, while not presenting a bright line test, do recognize a distinction between proper and improper.

●

Nothing Beyond Legal Limits. There may be laws and regulations that apply depending on specific facts, and place very strict limits on, or otherwise prohibit entertainment and gifts.

●

Nothing Prohibited by Aperio or Recipient Policies.

●

Questions. Supervised Persons should contact the Compliance Team if there is any question as to whether the Supervised Person may fall within a specific regulatory framework, or whether the proposed gift or entertainment meets regulatory guidelines, or whether an expense, gift, or entertainment may raise the appearance of, if not actual, impropriety.

Permitted

●

Personal Relationship Gifts. Gifts can be given in the context of a personal relationship with a Business Contact (for example a wedding gift or a congratulatory gift) without requiring reporting under this Code, as long as: (i) it is not reimbursed as a business expense; and (ii) the gift must not influence, or give the appearance of influencing, the Business Contact’s objectivity or serve as a pretext for a gift that would otherwise violate these guidelines.

●

Customary Business Entertainment. Supervised Persons may accept entertainment that is customary in their business area within the financial services industry, so long as it is neither frequent, extensive, nor lavish as to raise any questions of impropriety.

●

Entertainment for Clients and Prospects. Supervised Persons generally may provide entertainment to Business Contacts that is customary and is reasonable in value and frequency, subject to the restrictions outlined herein.

●

Conferences and Events. Supervised Persons attending conferences or events sponsored by a Business Contact shall have Aperio pay for their transportation and lodging costs. Supervised Persons participating as speakers or panelists at industry conferences may accept transportation, lodging, meals, or conference fee waivers that are reasonable and customary in the context of the event. Sponsored events at conferences such as cocktails, lunches, and dinners, that are part of the conference agenda and whereby all attendees are invited, are not considered entertainment and do not have to be approved or reported.

APERIO COMPLIANCE

Providing Gifts and Entertainment – Special Recipients, Limits, and Reporting

The following is a summary of thresholds based on the type of recipient receiving the gifts and entertainment. All gift and entertainment reporting should be done in Schwab CT.

Generally, no Supervised Person may make or give, or offer to make or give (in the context of their business activities for Aperio) excessive benefits or gifts to a Business Contact or investor. As such, all Supervised Persons are required to obtain pre- clearance from the Compliance Team if such gift is in excess of the Gift and Entertainment Guidelines set forth in the table below.

Type of Recipient	Maximum Value of Gifts & Entertainment	Reporting Threshold
ERISA plans, Unions (Taft Hartley plans) and associated plan officials/fiduciaries	Anything above $250 individually or in aggregate per year is subject to DOL scrutiny, and if provided to Taft Hartley plans, reportable to the DOL.	Must report all gifts and entertainment above the threshold and not otherwise exempt.
Foreign Governments and “Government Instrumentalities”	$0, except for food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.	Must report any food and beverages provided during a legitimate business meeting to these recipients.
Domestic Government Entities¹	Varies by state and county.	Must pre-clear all gifts to these recipients with the Compliance Team; must report all entertainment.
Charitable Entity Clients	3% of the expected annual revenue generated from the Client, subject to the Charitable Contributions policy set forth below.	Must report all donations to these recipients.

Government entities include all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans.

APERIO COMPLIANCE

Type of Recipient

Maximum Value of Gifts

& Entertainment

Reporting Threshold

Auditors

Prohibited.

All other entities/individuals

No specific limit, but must not appear lavish or excessive.

Gifts in excess of $250 per entity/individual per year.

All business entertainment will be occasionally monitored.

Further discussion on each type of special recipient is presented below.

ERISA Plans and Plan Fiduciaries

ERISA Clients are subject to very strict gift and entertainment rules and regulations. Specifically, the Department of Labor (“DOL”) does not exempt meals and entertainment valued below $250 from enforcement; rather, they are not considered "an apparent violation" of section 408(b)(3), leaving open the possibility that, in some circumstances, the DOL may find a violation where there is an obvious “quid pro quo.”

Consequently, all gifts and entertainment provided to ERISA plans or plan fiduciaries must be reported and preapproved by the Compliance Team using Schwab CT.

Unions and Union Officials

As discussed in more detail below, the DOL has issued guidance indicating that certain investment managers that entertain union personnel, including personnel associated with pension plans (e.g., during the course of marketing or for other reasons) may be required to file reports on DOL Form LM-10. Reportable benefits include the value of travel, golf outings, dinners, holiday parties, sports tickets, and raffle prizes. Firms are required to file these reports with the DOL within 90 days after the end of the firm’s fiscal year and the filings are posted on the DOL’s website.

To ensure that Aperio is able to monitor its obligations (if any) to file DOL Form LM-10, Supervised Persons must immediately notify the Compliance Team of any gifts or other benefits provided (either by the Firm or by the Supervised Person’s personal funds) to labor unions or union personnel, unless exempted below. Entertainment must be reported, unless the entertainment is provided as part of a “widely-attended gathering” and meets certain requirements outlined below.

While there may be reporting exclusions for things such as occasional gifts, gratuities or favors of insubstantial value falling below the $250 de minimis exception as described below, Supervised Persons must report all other gifts provided to union personnel to the Compliance Team for review. This includes situations in which the threshold is exceeded by providing nominally valued items bearing an Aperio logo to such recipients, or a Supervised Person provides a personal gift to a union official, regardless of whether he or she seeks reimbursement from Aperio for the cost of the gift, in excess of the threshold.

APERIO COMPLIANCE

Gifts, including sponsorship of events (golf tournaments, conference, etc.) or donations to charities associated with the union, and Entertainment (with the name of each union official in attendance disclosed) should be reported in Schwab CT and requests for reimbursement must be reviewed and approved by the Compliance Team, prior to Aperio reimbursing the Supervised Person.

Exemption for De Minimis Benefits.

Gifts and entertainment provided to union personnel are considered de minimis, and therefore not reportable, if the value provided to a union official during Aperio’s fiscal year does not exceed $250 and if the benefit is unrelated to the official’s status in a labor organization.

In reaching the $250 amount, there is no floor on amounts to be taken into consideration; therefore, coffee service or any other such benefit is counted. Nevertheless, if the annual threshold is not exceeded, the fact that a benefit may be frequently and regularly provided does not take it outside the de minimis exemption.

●

Benefits provided to the same union official by different Supervised Persons of Aperio are to be aggregated.

●

Benefits provided to different union officials are not aggregated.

●

When Aperio pays for a union official to attend an educational conference, the costs of the official’s meals, refreshments, travel, and lodging are counted towards reportable benefits. The costs of conference rooms and audio-visual equipment are not, however. The reportable costs at the conference include food, beverage, service, and entertainment, but not facility rental, security, or staff time for planning or coordinating the reception.

●

Benefits are considered unrelated to an official’s status in a labor organization if such benefits are ordinarily provided to non-union personnel in similar circumstances.

Special Rules for Widely-Attended Gatherings Sponsored by Aperio.

A “widely-attended gathering” is an event at which a large number of persons attend, including both union officials and a substantial number of persons with no relationship to a union. Both categories of attendees must be treated alike in the distribution of invitations and at the gathering.

●

If the cost of a widely-attended gathering sponsored by Aperio, excluding facility rental, security, and staff planning and coordinating time, is $20 or less per person, no Form LM-10 reporting is required, regardless of the number of gatherings Aperio holds.

APERIO COMPLIANCE

●

If the cost of a widely-attended gathering sponsored by Aperio, as described above, is $125 or less per person (but more than $20), Aperio may have the same union officials in attendance at two such gatherings during its fiscal year without any Form LM-10 reporting. If the same union official attends three or more such gatherings, the cost attributable to that official at all such gatherings during the fiscal year must be reported. The DOL suggests the use of sign-in sheets or similar methods to ascertain union officials in attendance, if necessary.

Payments from Personal Funds.

If a Supervised Person provides a benefit to a union official from personal funds, unless the de minimis exemption applies, the payment should be reported to the Compliance Team, who will then report it on Form LM-10 if any of the following criteria apply:

●

The Supervised Person holds a key position, such as manager;

●

The Supervised Person’s position includes generating or maintaining business relationships with unions or affiliated trusts; or

●

The Supervised Person is acting for Aperio directly or indirectly; for example, where the individual could be reimbursed by Aperio, but has not so requested.

The Compliance Team, with the assistance of outside legal counsel and/or compliance consultants, will be responsible for determining whether a Form LM-10 reporting requirement has been triggered, and if so, will coordinate to properly prepare and timely file the form.

Foreign Governments and “Government Instrumentalities”

Similarly, Supervised Persons should be aware of the stringent requirements with respect to the Foreign Corrupt Practices Act (“FCPA”). Specifically, FCPA prohibits the direct or indirect giving of, or a promise to give, “things of value” in order to corruptly obtain a business benefit from an officer, supervised person, or other “instrumentality” of a foreign government. Companies that are owned, even partly, by a foreign government may be considered an “instrumentality” of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party may also be “instrumentalities” of a foreign government.

Civil and criminal penalties for violating the FCPA can be severe. Aperio and its Supervised Persons must comply with the spirit and the letter of the FCPA at all times.

APERIO COMPLIANCE

Supervised Persons must not provide any gift or entertainment to any foreign government or any instrumentalities of a foreign government, except for food and beverages provided during a legitimate business meeting. Supervised Persons must disclose anything of value provided to any foreign government or instrumentalities of a foreign government. A request for reimbursement must be reviewed and approved by the Compliance Team prior to Aperio reimbursing the Supervised Person.

Note that at the time of publication of this Code, Aperio has no known business with any foreign government or its instrumentalities. This is subject to change.

Domestic Government Entities

It is Aperio’s policy that it will not make any political contributions to any political candidates, any official of a government entity, any government entity, or any local, state, or national political party.² In accordance with the Pay-to-Play Rule, a political contribution is defined as any gift, subscription, loan, advance, or deposit of money or anything of value made for:

●

The purpose of influencing any election for federal, state or local office;

●

Payment of debt incurred in connection with any such election; or

●

Transition or inaugural expenses of the successful candidate for state or local office.

Political contributions made by Aperio’s Supervised Persons are governed by the “Political and Charitable Contributions” policy set forth in the Compliance Manual. Aperio and its Supervised Persons may provide a gift or entertainment to a domestic government entity as long as the following conditions are met:

●

the gift or entertainment is not a political contribution as that term is defined under the SEC’s Pay-to-Play Rule;

●

the gift or entertainment is not made with the purpose of influencing the vote, official action, or judgment of the public officer (including pension board trustees) or Supervised Person; and

●

the gift or entertainment is not lavish and the value per public officer or Supervised Person per year does not exceed any threshold set forth in the state or county law to which the government entity is subject, or any gift and entertainment policies provided to Aperio by the government entity.

Gifts and entertainment to state/local government entities should be pre-cleared through Schwab CT. A request for reimbursement must be reviewed and approved by the Compliance Team prior to Aperio reimbursing the Supervised Person.

APERIO COMPLIANCE

Charitable Entity Clients

Charitable contributions to Clients are permitted if all of the following conditions are met:

●

The Client is a qualified non-profit organization, i.e. 501(c)(3);

●

The donation is not made in exchange for business or continued business, i.e. no quid pro quo; and

●

The donation may not exceed 3% of the expected annual revenue generated from the Client (consult the CFO for this calculation).

Supervised Persons must preclear any charitable contributions through Schwab CT. Any exception to this policy must be approved by the CCO.

Auditors

Aperio may not provide any gift or entertainment to a member of an audit team of the independent auditors of Aperio or any of its Clients, or to any person in a position to influence such a member.

Receiving Gifts and Entertainment

Supervised Person Receiving Gifts

Supervised Persons must not accept excessive benefits or gifts from a Business Contact. As such, all Supervised Persons are required to report through Schwab CT any and all benefits or gifts that such Supervised Person receives. The gift must not influence, or give the appearance of influencing, the Supervised Person’s objectivity or serve as a pretext for a gift that would otherwise violate these guidelines.

Supervised Persons may not accept: gifts of more than token value ($10) and in aggregate no more than $250 per year; loans other than from established banking or financial institutions; or other substantial favors from any outside concern which does business with or is seeking to do business with, or is a competitor of Aperio.

Supervised Person Receiving Entertainment

Supervised Persons may attend business meals, sporting events and other entertainment events at the expense of a giver, as long both the giver(s) and the Supervised Person(s) are present and the entertainment is neither frequent, extensive, nor lavish as to raise any questions of impropriety.

The payment of normal business meals or the provision of tickets to events (such as sporting events, concerts and golf events, etc.) where business matters are actually discussed (and where such business or potential business counterparties are present) are NOT subject to the gift/benefit notification requirement for gifts received or given; provided, however, that Supervised Persons should be prepared to provide information relating to any business entertainment as may be requested by the Compliance Team.

APERIO COMPLIANCE

Aperio expects that it will bear the costs of Supervised Person travel and lodging associated with conferences, research trips, and other business-related travel. If these costs are borne by a person or entity other than Aperio, they should be treated as reportable for purposes of this policy.

Giver

Recipient

Maximum Value to be Received

Reporting Threshold

Broker-dealer or ERISA (including Taft-Hartley) plan/fiduciary

Supervised Person

(or group thereof, but not Aperio, as a firm)

Gifts: $100 per year/per giver

Entertainment: No specific limit (but must not appear frequent or lavish)

Above $10 for any gift

None, unless requested by the Compliance Team

All other entities/individuals

Supervised Person

(or group thereof, but not Aperio, as a firm)

Gifts: $250 per year/per giver

Entertainment: No specific limit (but must not appear frequent or lavish)

Above $10 for any gift

None unless requested by the Compliance Team

Aperio’s Receipt of Gifts & Entertainment

Gifts such as holiday baskets or lunches delivered to Aperio’s offices and which are received on behalf of Aperio are not reportable, unless the giver is a broker-dealer or an ERISA (including Taft-Hartley) plan or plan fiduciary, in which case the reporting threshold is $10. The Supervised Person who receives a gift on behalf of Aperio must report such gift through Schwab CT. In the unlikely event that Aperio is invited to an entertainment event, Aperio may accept the invitation as long the giver is present at the event and the entertainment is neither frequent, extensive, nor lavish as to raise any questions of impropriety.

Giver	Recipient	Maximum Value to be received	Reporting Threshold
Broker-dealer or ERISA (including Taft-Hartley) plan/ fiduciary	Aperio	No specific limit (but must not appear frequent or lavish)	$10
All other entities/indi viduals	Aperio	No specific limit (but must not appear frequent or lavish)	Non-reportable

APERIO COMPLIANCE

Gifts and Entertainment Monitoring

The Compliance Team monitors Supervised Persons’ provision and receipt of gifts and entertainment through Schwab CT. From time to time, the CCO will present to the Ethics and Compliance Committee any information deemed important in the monitoring of the policy, including specific instances requiring further review and input from the Ethics and Compliance Committee.

Insider Trading

General Statement

Federal law requires all investment advisers to establish procedures to prevent insider trading by their associates. In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law. To comply with these and other similar laws and rules, Aperio has developed the Personal Securities Trading Guidelines and Procedures within the Code, as set forth with specificity in Section VI., Personal Securities Trading, below.

Supervised Persons will have all of their personal trading activities monitored through the personal trading module in Schwab CT, and are subject to the restrictions as outlined herein. Aperio established this program to monitor the personal securities trading of Supervised Persons because of their routine access to potentially sensitive information, including, but not limited to, firm trading and portfolio management activities.

Aperio prohibits all Supervised Persons from trading in their accounts or in accounts under their direct or indirect control, either personally or on behalf of others, while in possession of material, nonpublic information (each as defined below). This includes trading in accounts managed on behalf of Aperio’s Clients.

Further, Aperio prohibits all Supervised Persons from communicating material, nonpublic information to others in violation of the law. This conduct is frequently referred to as “Insider Trading.” Supervised Persons that come to possess material nonpublic information must follow the policies and procedures set forth below in Section V.G: Resolving Issues Concerning Insider Trading, including immediately informing the CCO, or in his or her absence, a member of the Ethics and Compliance Committee, of the information to determine the proper course of action.

APERIO COMPLIANCE

While Insider Trading is not specifically defined in the Federal Securities Laws, the term has been interpreted by courts to including the following activities:

●

Trading by an insider, while in possession of material, nonpublic information;

●

Trading by a non-insider, while in possession of material, nonpublic information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or

●

Communicating material, nonpublic information to others.

The misuse of material, nonpublic information applies to all types of securities including equity, debt, commercial paper, government securities and options and privately offered securities.

Definitions

Material Information

Material information is generally understood to be information that would move the price of a security if it were known to the investing public – i.e., there is a substantial likelihood that a reasonable investor would consider it important in making an investment or trading decision. Examples include, but are not limited to, dividend announcements, liquidity issues, information regarding mergers and acquisitions, and new product or services announcements.

Nonpublic Information

Generally, information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation, would be considered public.

In a nutshell, information is nonpublic unless:

●

It has been effectively disseminated to the public via the media, financial publications, press releases, financial filings and other statements, or other means; or

●

Enough time has elapsed to permit the investment market to absorb and evaluate the information.

Client Relationships

Aperio may have Clients who hold positions at publicly traded companies who are in possession of material, nonpublic information about their companies. In managing such Clients’ accounts, Supervised Persons must be aware that any information divulged by the Client about his or her company could potentially be material, nonpublic information as defined above. Supervised Persons must not act on such information and must immediately inform the CCO to determine the proper course of action if they believe that a Client has divulged material, nonpublic information. If appropriate, the CCO, in consultation with the Ethics and Compliance Committee, will engage outside counsel for further advice and action.

APERIO COMPLIANCE

Rumors

Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to this Code, as well as the Firm’s expectations regarding appropriate behavior of its Supervised Persons. Supervised Persons are prohibited from knowingly circulating false rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity. This policy is not intended to discourage or prohibit appropriate communications between Supervised Persons and other market participants and trading counterparties. Supervised Persons should consult with the Compliance Team regarding questions about the appropriateness of any communications.

Manipulative Trading Practices

Section 9(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 under the Exchange Act make it unlawful for any person, acting alone or with others, to trade any security in order to create actual or apparent active trading in such security, or raise or depress the price of the security. No Supervised Person may engage in actual or apparent trading in any asset for the purpose of inducing the purchase or sale of such asset by others or causing the price of an investment to move up or down.

However, price changes resulting from supply and demand are not prohibited. Therefore, buy or sell programs may cause asset prices to rise or fall without violating Federal Securities Laws. Section 9(a)(2) and Rule 10b-5 prohibit activities that have the purpose of affecting the price of a security artificially. They do not prohibit otherwise lawful activity that has the incidental result of changing the supply or demand or the intrinsic value of a security.

Additional Restrictions

While the above generally refers to Insider Trading as the term is commonly interpreted with respect to the misuse of material, nonpublic information regarding individual securities, this Code also prohibits the misuse of all information regarding Client accounts and Aperio activities. Supervised Persons must not disclose or misuse for personal economic gain any confidential information regarding the trading or holdings of Client accounts and/or Aperio’s investment strategies.

APERIO COMPLIANCE

Resolving Issues Concerning Insider Trading

Any Supervised Person who believes he or she has material, nonpublic information, should take the following steps:

●

Report the matter immediately to the Compliance Team, or in its complete absence, the Chief Executive Officer;

●

Refrain from purchasing or selling the securities on behalf of himself or herself or others including accounts managed by Aperio; and

●

Refrain from communicating the information inside or outside of Aperio, other than to the Compliance Team, the Ethics and Compliance Committee, and/or retained counsel, as the case may be.

VI.

Personal Securities Trading

General Statement

Access Persons should not engage in investment transactions in any account holding Reportable Securities (defined below) in which they have direct or indirect control or a Beneficial Interest that would create, or give the appearance of creating, a conflict of interest between the Supervised Person and Aperio, or between the Supervised Person and any Client. Supervised Person trading is governed by restrictions and reporting requirements pursuant to the applicable regulations imposed by the SEC including rules on front running and insider trading.

Access Persons

Outside Directors

Rule 204A-1 under the Advisers Act and Rule 17j-1 under the ICA contain a presumption that, if the firm's primary business is providing investment advice, then all of its directors, officers and partners are Access Persons. If in the future, outside directors of Aperio gain access to nonpublic information related to Aperio securities recommendations, Aperio will adopt appropriate policies and procedures to address such situation.

Supervised Persons

All permanent and temporary-to-hire candidates of Aperio are considered Access Persons for the purposes of this Code. Aperio does not restrict information regarding the Firm’s purchases and sales of securities for Client accounts or access to nonpublic investment recommendations. Therefore, all permanent Supervised Persons and temporary-to-hire candidates are subject to the provisions regarding pre-clearance and reporting of personal securities transactions (as discussed below).

APERIO COMPLIANCE

Whether a temporary Supervised Person (one with a definite assignment duration) or a consultant is an Access Person will be determined on a case-by-case basis by the Compliance Team. If the temporary Supervised Person or consultant is deemed to have access to information regarding the Firm’s purchases and sales of securities for Client accounts, then he or she will be required to follow the provisions of this Code in a similar manner as all other Aperio Investment Employees. If there is no such access, the temporary Supervised Person or consultant will be required to sign a Confidentiality Agreement that will restrict the use of any information acquired during an assignment at Aperio for personal benefit.

Reportable Securities

“Reportable Securities” generally include any interest or instrument commonly known as a “security” including stocks, bonds, exchange traded funds (ETFs), closed-end funds, options and warrants. Any security not listed directly below is reportable unless Section VI.F.3, Securities Trading Restrictions and Reporting specifies otherwise.

The following are not Reportable Securities under Rule 204A-1 or Rule 17j-1:

●

Direct obligations of the government of the United States;

●

Bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments;

●

Shares issued by money market funds; and

●

Shares issued by open-end investment companies registered under the ICA (i.e., mutual funds) other than Reportable Funds.³

Beneficial Interest

Supervised Persons are considered to have a Beneficial Interest in securities if they have or share a direct or indirect pecuniary interest in the securities. Supervised Persons have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following examples are instances where a Supervised Person has a Beneficial Interest in the securities held by the various accounts. This list is not exhaustive, and Supervised Persons unsure whether a particular account should be disclosed under this Code have an affirmative duty to contact the Compliance Team for clarification.

Accounts of Members of the Same Household

A Supervised Person is presumed to have a Beneficial Interest in any account of an Immediate Family member living in the same household. Immediate Family members include any domestic partner, spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included. The presumption is rebuttable with proper documentation.

Transactions and holdings in shares of closed-end investment companies would be reportable regardless of affiliation. The exception extends only to open-end funds registered in the U.S.; therefore, transactions and holdings in offshore funds would also be reportable.

APERIO COMPLIANCE

Accounts of Partnerships, Corporations and LLCs

If a general partnership owns accounts that contain Reportable Securities, all general partners have Beneficial Interests in the securities held by the general partnership. For accounts held by limited partnerships, general partners, but not limited partners, have Beneficial Interests held by the limited partnership. For accounts held by corporations and LLCs, only controlling shareholders or members and persons exercising investment control over the securities held in the corporation or LLC’s investment accounts are deemed to have Beneficial Interests in such accounts.

Accounts of Trusts

A settlor of a trust that retains the ability to revoke or change the terms of the trust retains a Beneficial Interest in any Reportable Securities held by the trust. Remainder persons (i.e. beneficiaries) that are currently entitled to income derived from trust assets (i.e. dividends from stocks or interest from bonds) also have a Beneficial Interest in the trust’s Reportable Securities. Beneficiaries that do not have rights under the terms of the trust until a future event (i.e. death of the settlor) do not have any Beneficial Interest in the trust assets until the subsequent event occurs. Upon such occurrence, the beneficiary will acquire a Beneficial Interest in the trust assets per the terms of the trust.

Control

Accounts where a Supervised Person has been given discretionary authority to make securities trades on behalf of the account owner are deemed under the control of the Supervised Person. Such accounts are reportable under this Code.

A Supervised Person may relinquish control over a personal account by giving another person full discretionary authority to trade such account on their behalf. Such accounts must be disclosed to the Compliance Team. Once disclosed, the Compliance Team shall determine whether in fact the Supervised Person has no control over the account, and the Supervised Person shall be under an obligation to request that the managed account adviser provide the Firm with an ongoing written representation as to the managed status of the account on an annual basis as described below.

A trustee or co-trustee is assumed to have control over trust assets and therefore accounts owned by the trust containing Reportable Securities are covered under this Code. A successor trustee that has no current power to affect trust assets does not have to report the trust accounts until his or her status changes to trustee or co-trustee.

APERIO COMPLIANCE

Other fiduciaries, including but not limited to, executors, administrators, custodians, attorneys-in-fact and agents, are assumed to have control of the assets of the person or entity for which they serve as fiduciaries. Such accounts containing Reportable Securities are covered under this Code. The presumption of control may be rebutted upon presentation of documentation to the Compliance Team.

Managed Accounts

A Managed Account is an account in which the Access Person has no direct or indirect control over the investment decision making process. In general, accounts where the broker or the investment adviser is given full discretion to make investment decisions are considered managed accounts and are not reportable accounts under this Code. Access Persons and their Immediate Family Members are permitted to have periodic conversations with the broker or investment adviser provided the Access Persons and their Immediate Family Members do not provide any specific instructions to the broker or investment adviser as to which specific securities to trade in the accounts.

Access Persons must disclose to the Compliance Team any new Managed Account prior to the opening of the Managed Account. Access Persons must provide documentary evidence to show that they do not have discretion over the management of the account.

Certain Access Persons have chosen to have their accounts managed by Aperio whereby Aperio has full discretion over the accounts. These accounts are called “Aperio Managed Accounts.” Aperio Managed Accounts are to be managed in the same manner as all Client accounts that do not have Client-specific restrictions under the same investment strategy, such that the Aperio Managed Accounts do not receive a more favorable treatment than Clients.

Access Persons are not required to pre-clear transactions or submit quarterly reports relating to Managed Accounts, whether they are managed by Aperio or another entity. However, Access Persons with Managed Accounts are required to provide an annual certification that they do not currently and have not in the past exercised direct or indirect control over these Managed Accounts. Aperio also requests that the Managed Account adviser provide the Firm with a confirmation, on an annual basis, that the Access Person has no control over the relevant Managed Accounts. The Compliance Team will work with Access Persons on the form of such requested communication.

APERIO COMPLIANCE

Restrictions and Limitations

Initial Public Offerings

All Access Persons must obtain preclearance prior to participation in initial public offerings (IPOs) for their personal accounts. We realize that as our business operates in the Bay Area, spouses or domestic partners, whose accounts may be reported under this Code, may participate in IPOs as a result of their employment at an issuing company. If this is the case, discuss the matter with the Compliance Team prior to the offering. The Compliance Team may preclear participation in the IPO, and document the particular circumstances of the participation in the Supervised Person’s Schwab CT file.

In determining whether to grant the approval, the Compliance Team will seek to determine that the partner or spouse is receiving the shares along with other employees in the course of an employee options plan or program in the course of that person’s regular employment, and other facts and circumstances of such allocation, including whether the Supervised Person or his or her spouse may be receiving such shares under circumstances where it might not be appropriate to grant such preapproval. For example, it must be determined that the IPO allocation is not being offered to the Supervised Person’s spouse or partner because of perceived influence over the Supervised Person’s position at Aperio.

If applicable, all records relating to the decision regarding a Supervised Person’s request to invest in IPOs shall be maintained in writing on Schwab CT.

Limited Offerings and Private Placement Securities

Access Persons wishing to acquire Beneficial Ownership of securities in a limited offering or private placement must obtain prior written approval from the Compliance Team.⁴

In determining whether to grant the approval, the Compliance Team will seek to determine if the Access Person’s acquisition of the security would preclude Clients from purchasing the same security, and whether the investment was being offered to the Supervised Person strictly by virtue of the Supervised Person’s position at Aperio. If applicable, all records relating to the decision regarding a Supervised Person’s request to invest in limited offerings and private placement securities shall be maintained in writing on Schwab CT.

⁴

A private placement is an offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, and investments in privately-held and family owned businesses. Under this Code, time-shares and cooperative investments in real estate used as a primary or secondary residence are not private placements.

APERIO COMPLIANCE

Securities Trading Restrictions and Reporting Requirements

Access Persons, their Immediately Family, or accounts over which the Access Persons have control and Beneficial Ownership are prohibited from holding and trading mutual funds for which Aperio is the adviser or sub-adviser.

Securities listed below must be reported through Schwab CT, and pre-cleared in the case of IPOs.

Type of Security	Allowed to be held/traded by Aperio Access Person⁵	Reportable?
Limited Offerings and Private Placement Securities	Pre-clearance but allowed	Reportable
Exchange-Traded Funds (“ETFs”)	Allowed	Reportable
IPO securities	Preclearance, but allowed	Reportable
Affiliated Mutual Funds – mutual funds for which Aperio or a control affiliate of Aperio acts as investment adviser, sub-adviser or principal underwriter (i.e., Reportable Funds).	Prohibited
Securities held and traded in non-Aperio 401(k) Plan, Employee Stock Options Plans, or Employee Stock Purchase Plans (ESPP)	Allowed	Reportable
Reportable Securities held and traded in the Aperio 401(k) plan	Allowed	Reportable
Closed-End Mutual Funds	Allowed	Reportable
Mutual Funds registered outside the U.S.	Allowed	Reportable
Federal agency bonds	Allowed	Reportable
Municipal bonds	Allowed	Reportable
Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, and financial futures (excluding stock and narrow-based stock index futures)	Allowed	Reportable
Securities based on broad based indexes, including any option, future, forward contract, or other obligation involving a broad based index	Allowed	Reportable
Non-Reportable Securities	Allowed	Non-reportable

⁵

A security type being marked “Allowed” in the table above does not guarantee that trading in all such securities will always be permitted. The Compliance Team reserves the right to request Supervised Persons not trade in any security based on various factors, including presence of any actual or potential conflict of interest.

APERIO COMPLIANCE

Front Running

An Access Person and their Immediate Family may not make trades of any security in a personal account while in possession of material, nonpublic information that Aperio will make, or intends to make, trades in Client accounts in the same security. This unethical practice is known as “front running” and is prohibited under this Code. All Access Persons are reminded that Client accounts must be given priority over personal accounts.

Note: There are two aspects of this requirement which permit same day trading of securities by Access Persons when trading is occurring in Client accounts. The first is that “front running” is based on the scenario wherein the timing of an Access Person trade will be based on market moving information regarding the pending Client trade. Such scenarios would be extremely rare, and knowledge of a pending or potential Client trade would be material only in the case where the Client trade would be material or have the potential to change the price of the security in question.

Thus, we permit Access Persons to trade on the same day as Clients in most securities over a certain capitalization, although we maintain certain limits within size and volume. It should be noted that we are an “indexing” firm, and we trade across broad ranges of securities at regular intervals, and actual “front running” would require a trade amount above the thresholds we have set for detection and observation.

Conflicts of Interest

The Compliance Team monitors the personal trading activity of Access Persons to determine if Access Persons’ transactions, either taken by themselves or as part of a pattern of trading activity, would result in the appearance of a conflict of interest. In such situations, the Compliance Team may report to the Ethics and Compliance Committee, and recommend that certain action be taken, including unwinding the transaction and/or disgorging profits.

Trade Confirmations

Schwab CT has agreements in place with certain broker-dealers that provide electronic trade confirmation as delivery. Access Persons possessing personal accounts with these brokers that they directly own, or otherwise control or possess a Beneficial Interest in, simply need to notify the Compliance Team of such accounts. The Compliance Team will arrange for the electronic trade confirmations to be automatically delivered to Schwab CT.

At the time of the effective date of this Code, Schwab CT accepts, and the CCO has granted certain exceptions to the requirement that all Access Person trades be set up through electronic or web based feed through Schwab CT. In such limited circumstances, the CCO has individually permitted certain individuals to upload electronic PDF statements to their Schwab CT accounts.

APERIO COMPLIANCE

Reporting

In order to maintain compliance with Rule 204A-1 and Rule 17j-1, Aperio must collect quarterly transaction reports and holdings reports, both initially upon employment and annually thereafter, from all Access Persons. Such reports must include transaction and holding information of the personal trading activities of the Access Persons.

Rule 204A-1 and Rule 17j-1 specifically exempt from reporting certain transactions and holdings in Covered Accounts in which an Access Person has no direct or indirect control. Access Persons must provide documentation evidencing their lack of direct or indirect control of such accounts to the Compliance Team.

Initial and Annual Holdings Reports

All new Supervised Persons determined to be Access Persons shall submit, electronically utilizing Schwab CT, a holdings report of every directly or beneficially owned or controlled account containing Reportable Securities within ten (10) days of beginning employment with Aperio.

Access Persons should provide account credentials and information for all accounts within forty-five (45) days of starting Aperio employment, sufficient for Schwab CT to auto-generate holdings reports containing all Reportable Securities positions on a continuous basis.

On an annual basis, all current Access Persons must submit or verify the accuracy of information provided through Schwab CT, which provides a holdings report of every account in which they have a Beneficial Interest holding Reportable Securities within forty-five (45) days of calendar year end. Auto-generated Schwab CT reports provide the name, ticker symbol or CUSIP number, quantity, and market value and/or principal amount of each security.

Quarterly Transactions Reports

All Access Persons shall submit a quarterly certification electronically in Schwab CT that confirms the accuracy of the Schwab CT generated report of every Reportable Security transaction in any directly owned or beneficially owned account. For Access Persons who are in the office at any time during the ten calendar days after the end of the quarter, the due date to submit the Quarterly Transaction Certification is the last business day within ten (10) calendar days after the close of the calendar quarter (“ten-day certification period”). For Access Persons who are out of the office and do not have access to the Schwab CT system during the entire ten-day certification period, the due date to submit the Quarterly Transaction Certification is the last business day within thirty (30) calendar days after the close of the calendar quarter.

APERIO COMPLIANCE

The Quarterly Transaction Report shall also contain a declaration that the Access Person did not open any new accounts, or gain a Beneficial Interest or control in any new accounts not previously disclosed to the Compliance Team through Schwab CT. Any such account must be disclosed separately from the Quarterly Transaction Report immediately upon opening.

At the end of each quarter, the Compliance Team, under the oversight of the CCO, will review each Access Person’s personal trading against the trades made by the Firm for Client accounts to ensure compliance with the policies of this Code.

Prompt Notification of Brokerage Accounts

All new brokerage accounts must be reported to the Compliance Team within five business days. Access Persons may not execute any transactions in an account until the account has been set up in Schwab CT.

Ethics and Compliance Committee Enforcement

The Ethics and Compliance Committee will: 1) determine whether an Access Person has committed a violation of the Firm’s Code and 2) administer the appropriate penalties, which may include the rescission of a personal trade, reducing year-end discretionary bonuses, and other potential penalties up to and including termination.

The Ethics and Compliance Committee will determine, based on the totality of facts and circumstances, whether a violation of the Firm’s Code has been committed. If requested, each Access Person will be given an opportunity to present the facts and circumstances of the alleged violation to the Ethics and Compliance Committee prior to final determination. Upon such final determination, the Ethics and Compliance Committee will levy the appropriate penalties.

Breach of Fiduciary Duty or Duty of Loyalty

If the violation involves either a breach of the fiduciary duty to the Firm’s Clients or the duty of loyalty to the Firm itself (i.e., putting his or her personal interests ahead of the interests of the Firm or its Clients), the penalty shall be a meaningful reduction in the Access Person’s year-end discretionary bonus at a minimum and up to termination upon first offense.

The record of any violation of this severity remains permanently in the Access Person’s HR file. An Access Person committing a second violation involving a breach of fiduciary or loyalty duties will be terminated. All violations will be reported to the Ethics and Compliance Committee.

APERIO COMPLIANCE

Infractions

For violations not involving breaches of the duties described above, the first occurrence requires a meeting with the Chief Compliance Officer. The Chief Compliance Officer will review the Code with the Access Person, and the Access Person will be advised of the importance of following the rules of the Code with respect to personal securities transactions.

The second occurrence, in addition to the above, will result in a meaningful reduction of the Access Person’s year-end discretionary bonus. The amount will be determined by the Ethics and Compliance Committee.

A third occurrence may lead to termination of employment.

All violations will be reported to the Ethics and Compliance Committee, and to the appropriate Fund Board for any Fund for which Aperio serves as an adviser or sub- adviser.

Statute of Limitation for Violations

After five years, a statute of limitations shall apply to violations. Those greater than five years old shall be removed from the Access Person’s HR file. As discussed above, the statute of limitations does not apply for violations involving breaches of fiduciary or loyalty duties. Such violations shall permanently remain in the Access Person’s HR file.

Appeals Process

Upon determination by the Ethics and Compliance Committee of a violation of the rules specific to personal securities trading, an Access Person may appeal to a separate panel (“Appeals Panel”) which shall include the Director of Portfolio Management and two Members of the Executive Committee. The Access Person may choose to be represented by their own counsel for such appeal. The Chief Compliance Officer and the Access Person will provide the Appeals Panel with a written summary regarding the violation. The Chief Compliance Officer and the Access Person, with their counsel, should the Access Person so choose, shall then appear before the Appeals Panel to present their arguments. The Appeals Panel will render a final decision either to uphold or dismiss the violation.

VII.

Confidential Information

General Statement

The operations of the Firm and activities of Clients are highly confidential. These matters are not to be discussed with anyone outside the Firm, including family, friends and associates. Such confidential information will be disclosed only by properly authorized representatives of the Firm in keeping with our policy to fully comply with the disclosure requirements imposed by law and the agencies that supervise and regulate the Firm and our industry.

APERIO COMPLIANCE

Supervised Persons must comply with all written policies and procedures with respect to confidentiality and Client privacy whether within or outside of this Code. Violations of policies and procedures regarding Firm or Client confidentiality or privacy may be considered a breach of the duty of loyalty to the Firm or a breach of the fiduciary duty to Clients as defined above.

Supervised Persons should review the Written Information Security Program, as referenced in and appended to the Compliance Manual, for additional information regarding Aperio’s policies regarding privacy and protection of Client data.

Corporate Information

Disclosure of lists of Supervised Person names or the Firm's subcontractors, consultants and vendors or any other sensitive nonpublic corporate information to unauthorized persons is prohibited.

Client Information

Information about Clients must be held in strict confidence. Any use of Client information for personal gain by a Supervised Person, the family of the Supervised Person or friends of a Supervised Person, is unethical. Under no circumstances may any information about the Firm's Clients be revealed, in the absence of valid legal process, without the knowledge and consent of the Client.

Dishonest, Fraudulent, and Criminal Acts

Persons convicted of a criminal offense (felony or misdemeanor) involving either dishonesty or a breach of trust will be terminated.

Supervised Persons charged or convicted of other criminal offenses may be suspended or terminated depending on the severity and nature of the crime. This decision will be made by the Ethics and Compliance Committee.

Supervised Persons must immediately disclose to the Firm’s Ethics and Compliance Committee any pending criminal charges against them as soon as such charges are filed, and will be required to update his or her Disciplinary Questionnaire as applicable.

VIII.

Political Activities

It is the Firm's policy to support an awareness and interest in civic and political responsibility and to encourage individual participation in civic and political activities through voluntary action and involvement by its Supervised Persons.

APERIO COMPLIANCE

However, since election to public office may require commitment of considerable time and involve permanence of location, a Supervised Person should not accept candidacies or accept appointment to public office without the prior approval of his or her immediate supervisor and the Ethics and Compliance Committee. Before becoming an appointee or candidate, going on the staff of a candidate or similar involvement in support of, or in opposition to, a ballot proposition, a Supervised Person should review the requirements of the applicable state's public disclosure laws, if they apply. Supervised Persons should contact an attorney if in doubt as to the provisions of such public disclosure laws.

In all cases, Supervised Persons seeking elective office or otherwise participating in political activities must do so in their individual capacity and not as representatives of the Firm. In all such cases, neither the Firm's name nor its address should be used in connection with advertisements, campaign materials or the collection of funds.

IX.

Whistleblower Policies and Procedures

Policy

Aperio strives to maintain an environment that encourages compliance with all applicable laws and regulations, as well as internal reporting of any possible violation thereof. If any Supervised Person involved in Aperio’s activities believes, in good faith, that some practice or activity is being conducted in violation of federal or state law, Aperio policy, or otherwise constitutes an improper financial or employment practice (a "Concern"), that person is encouraged to immediately report the misconduct as a Concern in accordance with the procedures described below.

Concerns under this policy may be reported on a confidential or anonymous basis; however, Supervised Persons must recognize that Aperio may be unable to fully evaluate a vague or general Concern that is made anonymously. If a Supervised Person is unsure whether a violation has occurred, the individual is urged to discuss the matter with someone on the Compliance Team or Human Resources team, or a direct supervisor.

Aperio is committed to protecting those who report Concerns, and retaliatory action of any kind is strictly prohibited. Any individual who participates in such retaliation is subject to disciplinary action, up to and including termination of employment with Aperio.

Any individual reporting a Concern under this policy must also have reasonable grounds for believing the reported misconduct violates Aperio policies such as those contained in Aperio’s Compliance Manual or this Code, or otherwise is a violation of federal or state law. Making false allegations is a serious offense in breach of this Code and Aperio values, and shall be subject to disciplinary action, up to and including termination of employment with Aperio.

APERIO COMPLIANCE

On an annual basis, Supervised Persons will be required to certify that they are not aware of any violations of this Code or Concerns that have not been previously reported.

Procedures

In accordance with the policy enumerated above, Aperio has adopted the following procedures:

●

All Supervised Persons shall report any Concern to the Compliance Team, Human Resources team, a direct supervisor, or a member of Aperio’s senior management, which consists of the Chief Executive Officer, Chief Operating Officer, Chief Investment Officer, and Chief of Staff (“Senior Management”). Any recipients of a reported Concern shall retain this information in confidence. The Concern will not be reported to any member of Senior Management that may be the subject of, or involved in the activities pertaining to, the Concern.

●

In order to promote the reporting of violations, Concerns may be reported anonymously by mail specifically to anyone referenced above, or by any other form of communication.

●

Any Concern should describe in detail the specific facts demonstrating the basis for the complaint, report or inquiry.

●

Upon receipt of a reported Concern, Senior Management, in coordination with the Compliance and Human Resources teams as appropriate, shall make a determination as to the manner in which the Concern will be investigated. Such determination may include conducting an internal investigation, interviewing key personnel and/or contacting outside legal counsel.

●

At the conclusion of any such investigation, Senior Management shall make a determination regarding what further actions or reporting, if any, are required, and determine whether the findings of the investigation will be discussed with the Supervised Person who filed the report. For reasons of privacy or confidentiality, Senior Management may elect to not discuss the details of the findings with that person.

●

Aperio will always adhere to its non-retaliation policy with respect to the Supervised Person reporting a Concern.

Whistleblower Statutes

The reporting policy and procedures described herein are in no way intended to limit, nor should be construed as in any way limiting, a Supervised Person’s ability to report directly to the SEC or other authorities regarding possible violations of state or Federal Securities Laws involving Aperio or its personnel, or from recovering a SEC whistleblower award. Supervised Persons may elect to notify applicable regulatory bodies of any potential violation of securities law at any time. Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act provides that the SEC shall pay awards to eligible whistleblowers who voluntarily provide the SEC with original information that leads to a successful enforcement action yielding monetary sanctions of over $1 million.

(GRAPHIC)

Code of Ethics

INTRODUCTION			1
1.	STANDARDS OF PROFESSIONAL CONDUCT		2
	(a)	Fiduciary Duties	2
	(b)	Compliance with Laws	2
	(c)	Corporate Culture	3
	(d)	Professional Misconduct	3
	(e)	Disclosure of Conflicts	3
	(f)	Undue Influence	3
	(g)	Confidentiality and Protection of Material Nonpublic Information	3
	(h)	Personal Securities Transactions	4
	(i)	Gifts	4
	(j)	Service on Boards	4
	(k)	Prohibition Against Market Timing	4
2.	WHO IS COVERED BY THIS CODE		5
3.	PROHIBITED TRANSACTIONS		5
	(a)	Blackout Period	5
	(b)	Requirement for Pre-clearance	5
	(c)	Fund Officer Prohibition	5
4.	REPORTING REQUIREMENTS OF ACCESS PERSONS		6
	(a)	Reporting	6
	(b)	Exceptions from Reporting Requirement of Section 4	6
	(c)	Initial Holdings Reports	6
	(d)	Quarterly Transaction Reports	7
	(e)	New Account Opening; Quarterly New Account Report	7
	(f)	Annual Holdings Reports	8
	(g)	Alternative Reporting	8
	(h)	Report Qualification	8
	(i)	Providing Access to Account Information	8
	(j)	Confidentiality of Reports	8
5.	ACKNOWLEDGMENT AND CERTIFICATION OF COMPLIANCE		9
6.	REPORTING VIOLATIONS		9
7.	TRAINING		10
8.	REVIEW OFFICER		10
	(a)	Duties of Review Officer	10
	(b)	Potential Trade Conflict	10
	(c)	Required Records	11
	(d)	Post-Trade Review Process	11
	(e)	Submission to Fund Board	12
	(f)	Report to the Risk Committee	12
Appendix A - Foreside Companies			14
Appendix B - Definitions			15

Attachment A – Access Person Acknowledgement	17
Attachment B – Pre-Clearance Request Form	18

INTRODUCTION

This Code of Ethics (the “Code”) has been adopted by Foreside Financial Group, LLC (“Foreside”) and each of its affiliated entities and direct or indirect wholly-owned subsidiaries as listed in Appendix A (each, a “Company” and collectively, the “Companies”). This Code pertains to the Companies’ distribution services to registered management investment companies or series thereof, as well as those funds for which certain employees of the Companies (or an affiliate thereof) serve as an officer or director of a registered investment company (“Fund Officer”) or have been designated an Access Person by the Review Officer¹ (each a “Fund” and as set forth in the List of Access Persons & Reportable Funds). This Code:

establishes standards of professional conduct;

establishes standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Fund; and

addresses other types of conflict of interest situations.

Definitions of underlined terms are included in Appendix B.

Each Company, through its President, may impose internal sanctions should Access Persons of any Company (as identified on the List of Access Persons & Reportable Funds maintained by the Review Officer) violate these policies or procedures. A registered broker-dealer and its personnel may be subject to various regulatory sanctions, including censure, suspension, fines, expulsion or revocation of registration for violations of securities rules, industry regulations and the Company’s internal policies and procedures. In addition, negative publicity associated with regulatory investigations and private lawsuits can negatively impact and severely damage business reputation.

Furthermore, failure to comply with this Code is a very serious matter and may result in internal disciplinary action being taken. Such action may include, among other things, warnings, reprimands, restrictions on activities and/or suspension or termination of employment. Violations also may result in referral to regulatory, civil or criminal authorities where appropriate.

Should Access Persons require additional information about this Code or have ethics-related questions, please contact the Review Officer, as defined under Section 8 below, directly.

1. STANDARDS OF PROFESSIONAL CONDUCT

Each Company forbids any Access Person from engaging in any conduct that is contrary to this Code. Furthermore, certain persons subject to the Code are also subject to other restrictions or requirements that affect their ability to open securities accounts, effect securities transactions, report securities transactions, maintain information and documents in a confidential manner and other matters relating to the proper discharge of their obligations to the Company or to a Fund.

Each Company is adopting this Code pursuant to Rule 17j-1 with respect to certain funds that it distributes or for which an employee of the Company serves as a Fund Officer or has been designated as an Access Person. Pursuant to the exception noted under Rule 17j-1(c)(3), adopting and approving a Rule 17j-1 code of ethics with respect to a Fund, as well as the Code’s administration, by a principal underwriter is not required unless:

the principal underwriter is an affiliated person of the Fund or of the Fund’s adviser, or

an officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser.

A Fund Officer is permitted to report as an Access Person under this Code with respect to the Funds listed on the List of Access Persons & Reportable Funds maintained by the Review Officer.

Each Company has always held itself and its employees to the highest ethical standards. Although this Code is only one manifestation of those standards, compliance with its provisions is essential. Each Company adheres to the following standards of professional conduct, as well as those specific policies and procedures discussed throughout this Code:

(a) Fiduciary Duties. Each Company and its Access Persons are fiduciaries and at all times shall:

—

act solely for the benefit of the Funds; and

—

place each Fund’s interests above their own.

(b) Compliance with Laws. Access Persons shall maintain knowledge of and comply with all applicable federal and state securities laws, rules and regulations, and shall not knowingly participate or assist in any violation of such laws, rules or regulations.

It is unlawful for Access Persons to use any information concerning a security held or to be acquired by a Fund, or their ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Fund.

Access Persons shall not, directly or indirectly, in connection with the trading of a Fund’s shares or the purchase or sale of a security held or to be acquired by a Fund for which they are an Access Person:

(i)

employ any device, scheme or artifice to defraud a Fund or engage in any manipulative practice with respect to a Fund;

(ii)

make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii)

engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or

(iv)

engage in any manipulative practice with respect to securities, including price manipulation.

(c) Corporate Culture. Access Persons, through their words and actions, shall act with integrity, encourage honest and ethical conduct and adhere to a high standard of business ethics.

(d) Professional Misconduct. Access Persons shall not engage in any professional conduct involving dishonesty, fraud, deceit or misrepresentation, or commit any act that reflects adversely on their honesty, trustworthiness or professional competence. Access Persons shall not knowingly misrepresent, or cause others to misrepresent, facts about a Company to a Fund, a Fund’s shareholders, regulators or any member of the public. Disclosure in reports and documents should be fair and accurate.

(e) Disclosure of Conflicts. As a fiduciary, each Company and Access Person has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of a Fund. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Fund. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.

This Code prohibits inappropriate favoritism of one Fund over another that would constitute a breach of fiduciary duty. Access Persons shall support an environment that fosters the ethical resolution of, and appropriate disclosure of, conflicts of interest, and shall comply with any prohibition on activities imposed by a Company if a conflict of interest exists. If any Access Person is (or becomes) aware of a personal interest that is, or might be, in conflict with the interest of a Fund, that Access Person must promptly disclose the situation or transaction and the nature of the conflict to the Review Officer for appropriate consideration.

(f) Undue Influence. Access Persons shall not cause or attempt to cause any Fund to purchase, sell or hold any security in a manner calculated to create any personal benefit to them or others whose accounts they hold a beneficial ownership interest (i.e., their spouse or domestic partner, minor children or relatives who reside in the Access Person’s household) or over which they have direct or indirect influence or control.

(g) Confidentiality and Protection of Material Nonpublic Information. The term “Material Nonpublic Information” refers to information that is both material information and nonpublic information, and also may be referred to as “Inside Information.” Information is considered to be “Nonpublic Information” unless it has been publicly disclosed, for example, through public filing with a securities regulator, issuance of a press release or the issuance of a prospectus. The term “Material Information” has no specific definition, but, for the purposes of this Code, it shall refer to any information that might have an effect on the market for a security generally or any information that a reasonable person would consider important in a decision to buy, hold or sell a security. Examples of material nonpublic information may include, but are not limited to: sales results; earnings (or loss) estimates (including significant changes to previously released information); dividend actions; strategic plans; new products, discoveries or services; significant personnel changes; acquisition, merger and divestiture plans; liquidity issues; proposed securities offerings; major pending or threatened litigation or potential claims; restructurings and recapitalizations; and the negotiation or termination of major contracts or relationships.

Information concerning the identity of portfolio holdings and financial circumstances of a Fund is confidential. Access Persons are responsible for safeguarding such material nonpublic information about a Fund, including portfolio recommendations and fund holdings. Except as required in the normal course of carrying out their business responsibilities and as permitted by a Fund’s policies and procedures, Access Persons shall not reveal information relating to the investment intentions or activities of any Fund, or securities that are being considered for purchase or sale on behalf of any Fund.

Access Persons in possession of material nonpublic information must maintain the confidentiality of such information, and each Company shall be bound by a Fund’s policies and procedures with regard to disclosure of an investment company’s identity, affairs and portfolio holdings. The obligation to safeguard such Fund information would not preclude Access Persons from providing necessary information to, for example, persons providing services to a Company or a Fund’s account such as brokers, accountants, custodians and fund transfer agents, or in other circumstances when the Fund consents, as long as such disclosure conforms to the Fund’s portfolio holdings disclosure policies and procedures.

In any case, Access Persons shall not:

—

trade based upon inside information, especially where Fund trades are likely to be pending or imminent; or

—

use or share knowledge of any material nonpublic information of a Fund for personal gain or benefit or for the personal gain or benefit of others.

(h) Personal Securities Transactions. All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of any Access Person’s position of trust and responsibility.

(i) Gifts. Access Persons shall not accept or provide anything in excess of $100.00 (per individual per year) or any other preferential treatment, in each case as a gift, to or from any broker-dealer or other entity with which a Company or a Fund does business.

(j) Service on Boards. Access Persons shall not serve on the boards of trustees (or directors) of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Company, a Fund and its shareholders.

(k) Prohibition Against Market Timing. Access Persons shall not engage in market timing of shares of Reportable Funds (a list of which are provided in the List of Access Persons & Reportable Funds maintained by the Review Officer). For purposes of this section, an Access Person’s trades shall be considered ‘market timing’ if made in violation of any stated policy in the Fund’s prospectus.

2. WHO IS COVERED BY THIS CODE

All Access Persons, in each case only with respect to the Reportable Funds as listed on the List of Access Persons & Reportable Funds maintained by the Review Officer, shall abide by this Code. Access Persons are required to comply with specific reporting requirements as set forth in Sections 3 and 4 of this Code.

3. PROHIBITED TRANSACTIONS

(a) Blackout Period. Access Persons shall not purchase or sell a Reportable Security in an account in their name, or in the name of others in which they hold a beneficial ownership interest or over which they have direct or indirect influence or control, if they had actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the security was purchased or sold or was considered for purchase or sale by a Fund.

(b) Requirement for Pre-clearance. Access Persons must obtain prior written approval from the Review Officer before:

(i)

directly or indirectly acquiring beneficial ownership in securities in an initial public offering for which no public market in the same or similar securities of the issue has previously existed;

(ii)

directly or indirectly acquiring beneficial ownership in securities in a private placement; and

(iii)

directly or indirectly purchasing, selling or acquiring shares of a Reportable Fund for which they are an Access Person.

All requests for pre-clearance of securities transactions must be submitted to the Review Officer for review using the Pre-Clearance Request Form, in the form of Attachment B.

In determining whether to pre-clear the transaction, the Review Officer shall consider, among other factors, whether such opportunity is being offered to the Access Person by virtue of his or her position with the Fund or would result in a conflict of interest. Other factors to be considered may include: discussion with the Access Person concerning the reason for the requested transaction and how he or she became aware of the investment; the Access Person’s work role; the size and holding period of the proposed investment; the market capitalization of the issuer; the liquidity of the security; and other relevant factors. The Review Officer granting or denying the request must document the basis for the decision and notify the requesting person whether the trading request is approved or denied.

A pre-clearance request should not be submitted for a transaction that the requesting person does not intend to execute. Pre-clearance trading authorization is valid only from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days. With respect to any effected transaction, the Access Person must provide the Review Officer with a transaction report evidencing the transaction consistent with the reporting requirements of Section 4.

(c) Fund Officer Prohibition. No Fund Officer shall directly or indirectly seek to obtain information (other than that necessary to accomplish the functions of the office) from any Fund portfolio manager regarding (i) the status of any pending securities transaction for a Fund or (ii) the merits of any securities transaction contemplated by the Fund Officer.

4. REPORTING REQUIREMENTS OF ACCESS PERSONS

(a) Reporting. Access Persons must report the information described in this Section with respect to transactions in any Reportable Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership. Access Persons must submit the appropriate reports to the Review Officer, unless they are otherwise required by a Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or another entity.

(b) Exceptions from Reporting Requirement of Section 4. Access Persons need not submit:

(i)

any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

(ii)

a quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be included in a quarterly transaction report;

(iii)

a quarterly transaction report with respect to transactions effected which were non-volitional on the part of the Access Person, including acquisitions of Reportable Securities by gift or inheritance; or

(iv)

a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Company holds in its records so long as the Company receives the confirmations or statements no later than thirty (30) days after the end of the applicable calendar quarter.

(c) Initial Holdings Reports. No later than ten (10) days after a person becomes an Access Person, the person must report the following information:

(i)

the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the person has any direct or indirect beneficial ownership as of the date the person became an Access Person;

(ii)

the name of any broker, dealer or bank with whom the person maintains an account in which any securities were held for the Access Person’s direct or indirect benefit as of the date the person became an Access Person; and

(iii)

the date that the report is submitted by the Access Person.

The information contained in the initial holdings report must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person.

(d) Quarterly Transaction Reports. No later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly transaction report which includes, at a minimum, the following information with respect to any transaction during the quarter in a Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership:

(i)

the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;

(ii)

the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii)

the price of the Reportable Security at which the transaction was effected;

(iv)

the name of the broker, dealer or bank with or through which the transaction was effected; and

(v)

the date that the report is submitted.

(e) New Account Opening; Quarterly New Account Report. Each Access Person shall provide written notice to the Review Officer prior to opening any new account with any entity through which a Reportable Securities (whether or not publicly traded) transaction may be effected for which the Access Person has direct or indirect beneficial ownership.

In addition, no later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a Quarterly New Account Report with respect to any account established by such a person in which any Reportable Securities (whether or not publicly traded) were held during the quarter for the direct or indirect benefit of the Access Person. The Quarterly New Account Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other institution opened during the quarter and provide the following information:

(1)

the name of the broker, dealer or bank with whom the Access Person has established the account;

(2)

the date the account was established; and

(3)

the date that the report is submitted by the Access Person.

(f) Annual Holdings Reports. Annually, each Access Person must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):

(i)

the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;

(ii)

the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities are held for the Access Person’s direct or indirect benefit; and

(iii)

the date that the report is submitted by the Access Person.

(g) Alternative Reporting. The submission to the Review Officer of duplicate broker trade confirmations and account statements on all securities transactions required to be reported under this Section shall satisfy the reporting requirements of Section 4. The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the information delivered by, or on behalf of, the Access Person to the Review Officer and recording the date of the confirmation.

(h) Report Qualification. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.

(i) Providing Access to Account Information. Access Persons will promptly:

(i)

provide full access to a Fund, its agents and attorneys to any and all records and documents which a Fund considers relevant to any securities transactions or other matters subject to the Code;

(ii)

cooperate with a Fund, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code;

(iii)

provide a Fund, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and

(iv)

promptly notify the Review Officer or such other individual as a Fund may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.

(j) Confidentiality of Reports. Transaction and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from regulatory or government agencies or law enforcement where applicable.

5. ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE

Each Access Person is required to acknowledge in writing, initially and annually (in the form of Attachment A), that the person has received, read and understands the Code (and in the case of any amendments thereto, shall similarly acknowledge such amendment) and recognizes that he or she is subject to the Code. Further, each such person is required to certify annually that he or she has:

—

read, understood and complied with all the requirements of the Code;

—

disclosed or reported all personal securities transactions pursuant to the requirements of the Code; and

—

not engaged in any prohibited conduct.

If an Access Person is unable to make the above representations, he or she shall report any violations of this Code to the Review Officer.

6. REPORTING VIOLATIONS

Access Persons shall report any violations of this Code promptly to the Review Officer, unless the violations implicate the Review Officer, in which case the individual shall report the violations to the Chief Risk Officer or Chief Executive Officer of Foreside, as appropriate. Such reports will be confidential, to the extent permitted by law, and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

Reported violations of the Code will be investigated and appropriate actions will be taken. Types of reporting that are required include, but are not limited to:

—

Noncompliance with applicable laws, rules and regulations;

—

Fraud or illegal acts involving any aspect of the Company’s business;

—

Material misstatements in regulatory filings, internal books and records, Fund records or reports;

—

Activity that is harmful to a Fund, including Fund shareholders; and

—

Deviations from required controls and procedures that safeguard a Fund or a Company.

Access Persons should seek advice from the Review Officer with respect to any action or transaction that may violate this Code, and refrain from any action or transaction that might lead to the appearance of a violation. Access Persons should promptly report any apparent or suspected violations in addition to actual or known violations of this Code to the Review Officer.

7. TRAINING

Training with respect to the Code will occur periodically and all Access Persons are required to attend any training sessions or read any applicable materials. Training may include, among other things, (1) periodic orientation or training sessions with new and existing personnel to remind them of their obligations under the Code and/or (2) certifications that Access Persons have read and understood the Code, and require re-certification that they have re-read, understand and have complied with the Code.

8. REVIEW OFFICER

(a) Duties of Review Officer. The President of Foreside has been appointed by the President of each Company as the Review Officer to:

(i)

review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;

(ii)

identify all persons of each Company who are Access Persons subject to this Code, promptly inform each Access Person of the requirements of this Code and provide them with a copy of the Code and any amendments;

(iii)

compare, on a quarterly basis, all Reportable Securities transactions with each Fund’s completed portfolio transactions to determine whether a Code violation may have occurred;

(iv)

maintain signed acknowledgments and certifications by each Access Person who is then subject to this Code, in the form of Attachment A;

(v)

inform all Access Persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring beneficial ownership of a security in any private placement, initial public offering or Reportable Fund;

(vi)

ensure that Access Persons receive adequate training on the principles and procedures of this Code;

(vii)

review, at least annually, the adequacy of this Code and the effectiveness of its implementation; and

(viii)

submit a written report to a Fund’s Board and Foreside’s Risk Committee as described in Section 8(e) and (f), respectively.

The Chief Risk Officer of Foreside shall review any reportable securities transactions of the Review Officer, and shall assume the responsibilities of the Review Officer in his or her absence. The Review Officer may delegate responsibilities described herein to an appropriate Foreside representative.

(b) Potential Trade Conflict. When there appears to be a Reportable Securities transaction that conflicts with the Code, the Review Officer shall request a written explanation from the Access Person with regard to the transaction. If, after post-trade review, it is determined that there has been a material violation of the Code, a report will be made by the Review Officer with a recommendation of appropriate action to be taken to the Risk Committee of Foreside, the President of each Company, where applicable, the Chief Compliance Officer of each Company’s Broker-Dealer, where applicable, and a Fund’s Board of Trustees (or Directors), where applicable.

(c) Required Records. The Review Officer shall maintain and cause to be maintained:

(i)

a copy of any code of ethics adopted by each Company that is in effect, or at any time within the past five (5) years was in effect, in an easily accessible place;

(ii)

a record of any violation of any code of ethics, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the last entry was made on any such report, the first two (2) years in an easily accessible place;

(iii)

a copy of each holdings and transaction report (including duplicate confirmations and statements) made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

(iv)

a record of all written acknowledgements and certifications by each Access Person who is currently, or within the past five (5) years was, an Access Person (records must be kept for 5 years after individual ceases to be an Access Person under the Code);

(v)

a list of all persons who are currently, or within the past five years were, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by each Company, in an easily accessible place;

(vi)

a copy of each written report and certification required pursuant to Section 8(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place;

(vii)

a record of any decision, and the reasons supporting the decision, approving the acquisition of securities by Access Persons under Section 3(b) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted; and

(viii)

a record of any decision, and the reasons supporting the decision, granting an Access Person a waiver from, or exception to, the Code for at least five (5) years after the end of the fiscal year in which the waiver is granted.

(d) Post-Trade Review Process. Following receipt of trade confirms and statements, transactions will be screened by the Review Officer (or his or her designee) for the following:

(i)

same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Fund for which they are an Access Person.

(ii)

blackout period trades: transactions by Access Persons occurring within 24 hours before or after the time as the purchase or sale of the same security by a Fund for which they are an Access Person.

(iii)

fraudulent conduct: transaction by Access Persons which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund for purchase by a Fund.

(iv)

market timing of Reportable Funds: transactions by Access Persons that appear to be market timing of Reportable Funds.

(v)

other activities: transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code or otherwise reflect patterns of abuse.

(e) Submission to Fund Board.

(i)

The Review Officer shall, at a minimum, annually prepare a written report to the Board of Trustees (or Directors) of a Fund listed in the List of Access Persons & Reportable Funds maintained by the Review Officer that:

describes any issues under this Code or its procedures since the last report to the Trustees (or Directors), including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

certifies that each Company has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

(ii)

The Review Officer shall ensure that this Code and any material amendments are submitted to the Board of Trustees (or Directors) for approval for those funds listed in the List of Access Persons & Reportable Funds maintained by the Review Officer.

(f)

Report to the Risk Committee. The Review Officer shall prepare a written report to the Risk Committee of Foreside (and the President of each Company, where applicable, and the Chief Compliance Officer of each Company’s Broker-Dealer, where applicable) regarding any material issues that arose during the year under the Code, including, but not limited to, material violations of and sanctions under the Code.

Adopted:

May 1, 2009

Amended:

October 14, 2009 (updated Appendix A)

Amended:

September 29, 2011 (updated Appendix A)

Amended:

March 15, 2012 (updated Appendix A)

Amended:

April 4, 2012 (updated Appendix A)

Amended:

July 5, 2012 (updated Appendix A)

Amended:

November 30, 2012 (updated Appendix A)

Amended:

December 24, 2013 (updated Appendix A)

Amended:

March 26, 2014

Amended:

July 11, 2014 (updated Appendix A)

Amended:

June 10, 2015 (updated Appendix A)

Amended:

October 16, 2015 (updated Appendix A)

Amended:

December 30, 2015

Amended:

April 26, 2016 (updated Appendix A)

Amended:

August 1, 2016 (updated Appendix A)

Amended:

August 31, 2017 (updated Appendix A)

Amended:

December 31, 2017 (updated Appendix A)

Amended:

February 28, 2018 (updated Appendices A and B)

Amended:

May 1, 2019 (updated Appendix A)

Amended:

August 6, 2019 (updated Appendix A)

Amended:

January 10, 2020 (updated Appendix A)

(GRAPHIC)

CODE OF ETHICS

APPENDIX A

FORESIDE COMPANIES

The following affiliated entities and direct or indirect wholly-owned subsidiaries of Foreside are subject to the Code of Ethics:

BD Compliance Solutions, LLC (f/k/a IVA Funds Distributors, LLC)*

Compass Distributors, LLC*

Fairholme Distributors, LLC*

Foreside Advisory Services, LLC

Foreside Associates, LLC*

Foreside Consulting Services, LLC

Foreside Distribution Services, L.P.*

Foreside Distributors, LLC

Foreside Financial Services, LLC*

Foreside Fund Officer Services, LLC

Foreside Fund Partners LLC*

Foreside Fund Services, LLC*

Foreside Funds Distributors LLC*

Foreside Global Services Limited

Foreside Global Services, LLC*

Foreside Investment Services, LLC*

Foreside Management Services, LLC

Funds Distributor, LLC*

IMST Distributors, LLC*

MGI Funds Distributors, LLC*

Northern Funds Distributors, LLC*

Orbis Investments (U.S.), LLC*

Parnassus Funds Distributor, LLC*

PNC Funds Distributor, LLC* (Pending name change to Foreside Distribution Solutions, LLC anticipated in January 2020)

Sterling Capital Distributors, LLC*

VT Distributors LLC*

*	FINRA-registered broker-dealer

The companies listed on this Appendix A may be amended from time to time, as required.

(GRAPHIC)

CODE OF ETHICS

APPENDIX B

DEFINITIONS

(a) Access Person:

(i)(1)

of a Company means each director or officer of the Companies who in the ordinary course of business makes, participates in or obtains information regarding the purchase or sale of Reportable Securities for a Fund or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Reportable Securities.

(ii)(2)

of a Fund, whereby an employee or agent of a Company serves as an officer of a Fund (“Fund Officer”). Such Fund Officer is an Access Person of a Fund and is permitted to report under this Code unless otherwise required by a Fund’s Code of Ethics.

(iii)(3)

of a Company includes anyone else specifically designated by the Review Officer.

(b)

Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Reportable Securities that an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. An Access Person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Access Person’s household.

(c)

Indirect pecuniary interest in a security includes securities held by a person’s immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

(d)

Control means the power to exercise a controlling influence over the management or policies of an entity, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.

(e)

Purchase or sale includes, among other things, the writing of an option to purchase or sell a Reportable Security.

(f)

Reportable Fund (see List of Access Persons & Reportable Funds maintained by the Review Officer) means any fund that triggers the Company’s compliance with a Rule 17j-1 Code of Ethics or any fund for which an employee or agent of the Company serves as a Fund Officer.

(g)

Reportable Security means any security such as a stock, bond, future, investment contract or any other instrument that is considered a ‘security’ under Section 2(a)(36) of the Investment Company Act of 1940, as amended, except:

(i)

direct obligations of the Government of the United States;

(ii)

bankers’ acceptances and bank certificates of deposits;

(iii)

commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(iv)

repurchase agreements covering any of the foregoing;

(v)

shares issued by money market mutual funds;

(vi)

shares of SEC registered open-end investment companies (other than exchange-traded funds or Reportable Funds); and

(vii)

shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which are exchange-traded funds or Reportable Funds.

Included in the definition of Reportable Security are:

Shares of a Reportable Fund;

Options on securities, on indexes, and on currencies;

All kinds of limited partnerships;

Foreign unit trusts, UCITs, SICAVs and foreign mutual funds; and

Private investment funds, hedge funds and investment clubs.

(h) Security held or to be acquired by the Fund means

(i)

any Reportable Security which, within the most recent fifteen (15) days (x) is or has been held by the applicable Fund or (y) is being or has been considered by the applicable Fund or its investment adviser for purchase by the applicable Fund; and

(ii)

and any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.

(GRAPHIC)

CODE OF ETHICS

ATTACHMENT A

ACCESS PERSON ACKNOWLEDGMENT

I understand that I am an Access Person subject to the Foreside Code of Ethics (the “Code”) adopted by each Foreside Company. I hereby certify that I have read and understand the current Code, and will comply with it in all respects. In addition, I certify that I have complied with the requirements of the Code, and that I have disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to the requirements of the Code.


Signature		Date

Printed Name

This form must be completed and returned to the Risk Management:

	Foreside Financial Group, LLC
	ATTN: Review Officer (or his or her designee)
	Three Canal Plaza, Third Floor
	Portland, ME 04101

Received By:

Date:

(GRAPHIC)

CODE OF ETHICS

ATTACHMENT B

PRE-CLEARANCE REQUEST FORM

As an Access Person subject to the Code of Ethics (the “Code”) adopted by Foreside Financial Group, LLC (“Foreside”), I hereby request approval to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person. Pursuant to my request, I provide the following information concerning the security where applicable.

Name of security/investment:

Type of security/interest:

Name of brokerage firm/other entity:

Account number:

Type of transaction (buy/sell/other-specify):

Number of shares/interest:

Price of each security/interest:

Name of firm offering the investment opportunity:

Please describe how you became aware of this investment opportunity:

I understand that it is a violation of the Code to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person without receiving prior written approval from Foreside’s Review Officer. I further understand that (i) any pre-clearance trading authorization is valid only from the time when approval is granted through the next business day and (ii) an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days if the transaction is not executed within the period. I also agree to provide the Review Officer with a transaction report evidencing the pre-cleared transaction consistent with the reporting requirements of Section 4. of the Code.


Signature		Date


Print Name		Job Title

To be completed by Foreside’s Review Officer and returned to the Access Person.

Approval request granted:

Yes: ______ No: ______

The following criteria were considered in assessing the Access Person’s pre-clearance request (use back of page if necessary):_____________________________________________________________________________


Authorized Signature		Date